Common use of Exercise Clause in Contracts

Exercise. (a) This Warrant may be exercised by Registered Holder, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal 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 then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (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 l(a) 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 l(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, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled upon such exercise 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) above.

Exercise. (a) This Subject to Section 2.3 hereof, this Warrant may be exercised by Registered Holder, the Holder in whole or in partpart at any time during the Exercise Period, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office delivery of the Company, following to the Company at its address set forth above (or at such other office or agency address as the Company it may designate, accompanied designate by payment notice in full, in lawful money of the United States, of an amount equal writing to the then applicable Purchase Price multiplied by Holder): (a) an executed Notice of Exercise in the number of Warrant Shares then being purchased upon such exercise.form attached hereto as Annex A; (b) Each the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have been effected immediately prior to become the close holder of business record of such shares on the day date on which this Warrant shall have been was surrendered to and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company as provided in subsection l(a) above. At are closed, 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 l(c) below Person 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, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled upon such exercise 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveat the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period).

Exercise. (a) This Warrant may Subject to the other terms and conditions hereof, the Option shall be exercised exercisable, provided payment is made as provided below, from time to time by Registered Holder, written notice to the Company (in whole or in part, the form required by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office of the Company, the covenants and substantive provisions of which are hereby made part of this Agreement) which shall: (i) 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 such person's address and social security number; (ii) Be signed by the person or at 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 such other office person or agency persons to exercise the Option under all applicable laws and regulations; and (iii) Be accompanied by such representations, warranties or agreements with respect to the investment intent of such person or persons exercising the Option and the compliance with any applicable law or regulation or to confirm any factual matters as the Company or its counsel may designate, accompanied by payment in fullreasonably request, in lawful money of form and substance satisfactory to counsel for the United States, of an amount equal to the then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exerciseCompany. (b) Each Payment of the exercise price may be made, in the discretion 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 l(a) above. At such time, the person or persons exercising the Option, in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l(c) below shall be deemed to have become the holder or holders of record one of the Warrant Shares represented following manners, or in any other manner approved by such certificates. (c) As soon as practicable after the exercise of the purchase right represented by this WarrantBoard, the Company at in its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may directsole discretion: (i) The written notice to the Company described above may be accompanied by full payment of the exercise price in cash or by check, or in whole or in part with a certificate surrender or certificates withholding of Shares of the Company having a Fair Market Value (as defined below) on the date of exercise equal to that portion of the exercise price for the number which payment in cash or check is not made. The value of full shares of Warrant Shares to which Registered Holder each such Share surrendered or withheld shall be entitled upon 100% of the Fair Market Value of the Shares on the date the Option is exercised. The latter of the dates on which such notice and payment are received by the Company shall be the date of exercise plus, in lieu of any fractional share to which Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereofthe Option; and (ii) Within five days of the giving of the written notice to the Company described above, the funds to pay for the exercise of the Option may be delivered to the Company by a broker acting on behalf of the person exercising the Option either in case connection with the sale of the Shares underlying the Option or in connection with the making of a margin loan to such person to enable payment of the exercise is in part onlyprice of the Option. The latter of the dates on which the Company receives such notice and payment shall be the date of exercise of the Option. In connection with any such exercise, the Company will provide a copy of the notice of exercise of the Option to the aforesaid broker upon receipt by the Company of such notice and will deliver to such broker, within five business days of the delivery of such notice to the Company, a new warrant certificate or warrants certificates (dated as requested by the date hereofbroker) of like tenor, stating on the face or faces thereof representing the number of shares currently stated Shares underlying the Option that have been sold by such broker for the person exercising the Option. (c) For purposes hereof, the "Fair Market Value" of a Share as of a given date shall be (in order of applicability): (i) the closing price of a Share on the face principal exchange on which the Shares are then trading, if any, on the day immediately prior to such date, or if Shares were not traded on the day previous to such date, then on the next preceding trading day during which a sale occurred; or (ii) if Shares are not traded on an exchange but are quoted on NASDAQ or a successor quotation system, (A) the last sale price (if Shares are then listed as a National Market Issue under the NASD National Market System), or (B) if Shares are not then so listed, the mean between the closing representative bid and asked prices for Shares on the day previous to such date as reported by NASDAQ or such successor quotation system; or (iii) if 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 Shares, on the day previous to such date, as determined in good faith by the Board; or (iv) if Shares are not publicly traded, the fair market value established by the Board acting in good faith. (d) Upon exercise of this Warrant minus the number Option and the satisfaction of all conditions thereto, the Company shall deliver a certificate or certificates for Shares to the specified person or persons at the specified time upon receipt of payment for such shares purchased by Registered Holder upon such Shares as set forth above. No Shares shall be issued on an exercise as provided in subsection l(a) aboveof an Option until full payment has been made.

Exercise. (a) This Warrant may be exercised by Registered Holder, in whole or in part, by Subject to the surrender provisions of this Warrant (with Agreement, upon surrender to the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) Company at the its principal office of a Warrant Certificate with the CompanyElection to Purchase substantially in the form attached as Annex II to such Warrant Certificate duly executed, or at together with payment in accordance with the last sentence of this Section 4(b) of the applicable Exercise Price then in effect (the date of such other office or agency as surrender, the “Exercise Date”), the Company shall issue and deliver promptly to the registered holder of such Warrant Certificate, a certificate or certificates for the Warrant Shares or other securities or property to which the registered holder is entitled, registered in the name of such registered holder or, upon the written order of such registered holder, in such name or names as such registered holder may designate, accompanied by payment in full, in lawful money of the United States, of an amount equal to the then applicable Purchase Price multiplied by the number of . Any certificate or certificates representing Warrant Shares then being purchased upon such exercise. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior issued and any person so designated to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection l(a) 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 l(c) below named therein shall be deemed to have become the holder or holders of record of the Warrant Shares represented by as of the date of the surrender of such certificates. Warrant Certificate (ctogether with such duly executed Form of Election to Purchase) As soon as practicable after and payment of the Exercise Price. Payment of the applicable Exercise Price with respect to an exercise of the purchase right represented by Warrants pursuant to this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxesSection 4(b) may direct: (i) a certificate or certificates for the number of full shares of Warrant Shares to which Registered Holder shall be entitled upon such exercise plusmade, in lieu of any fractional share to which Registered Holder would otherwise be entitledat the holder’s option, cash in an amount determined pursuant to Section 3 hereof; and (iix) in case such exercise is in part onlycash or (y) without the payment of cash, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof by reducing the number of shares currently stated on of Class C Common Stock obtainable upon the face exercise of such Warrants (an exercise as provided under this Warrant minus clause (y), a “Cashless Exercise”) so as to yield a number of shares of Class C Common Stock issued upon the exercise of such Warrants equal to the product of (A) the number of shares of Class C Common Stock that would have been issued if the Warrants being exercised had been exercised upon the full payment of the Exercise Price in cash and (B) a fraction, the numerator of which is the excess of the current market price per share of Common Stock on the applicable Exercise Date (determined in accordance with Section 7(f)) over the Exercise Price as of such shares purchased by Registered Holder upon Exercise Date and the denominator of which is the current market price per share of the Common Stock as of such exercise as provided Exercise Date (determined in subsection l(a) aboveaccordance with Section 7(f)).

Exercise. (a) This Warrant may be exercised by the Registered HolderHolder on or before the Termination Date, in whole or in part, by the surrender of surrendering this Warrant (Warrant, with the Notice of Exercise Form attached purchase form appended hereto as Exhibit I duly executed by the Registered Holder) Holder at the principal office 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 an amount equal to the then applicable Purchase Warrant Price multiplied by payable in respect of 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 l(a1(a) aboveabove (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 l(c1(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 the purchase right represented by this WarrantWarrant in full or in part, and in any event within twenty (20) days thereafter, 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 or as such other individual or entity as Registered Holder (upon payment by Registered 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 Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereofexercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating 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 currently stated called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in subsection l(a) aboveexercise.

Exercise. (a) This 4.1 The Purchase Rights represented by this Warrant may be exercised by Registered Holder, are exercisable upon the terms and conditions set forth herein at the option of the Holder in whole or at any time and in part, by but not for less than 100 shares at a time, at any time and from time to time during the surrender Exercise Period upon the delivery of this Warrant (with the Notice of Exercise Form form attached hereto as Exhibit I 1 to the Company with such notice duly executed by Registered Holder) at the principal office and upon payment in cash, wire transfer or bank cashier’s check 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 then applicable Exercise Price. The Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (b) Each exercise of this Warrant 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 l(a) 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 l(c) 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 the purchase right represented by this Warrantsuch date, and in any event within three (3) business days thereafter, the Company at its expense will use its best efforts to shall issue and deliver, or cause to be issued in the name ofand delivered, and delivered to, Registered Holder, or, subject to the terms and conditions hereofperson or persons entitled to receive the same, to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled issuable upon such exercise plusexercise. In the event that this Warrant is exercised in part, 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, the Company at its expense shall execute and deliver a new warrant or warrants (dated the date hereof) Warrant of like tenor, stating on the face or faces thereof tenor exercisable for the number of shares currently stated on for which this Warrant may then be exercised. 4.2 In lieu of the face 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 minus for shares of Common Stock equal to 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 shares of the Common Stock computed using the following formula: Where: X = the number of shares of Common Stock to be issued to Holder. Y = the number of shares of Common Stock purchasable under the amount of the Warrant being exchanged (as adjusted to the date of such shares purchased calculation). A = the Fair Market Value of one share of the Common Stock on the date that the notice of exercise is received by Registered Holder upon the Company. B = Exercise Price (as adjusted to the date of such exercise as provided in subsection l(a) abovecalculation).

Exercise. (a) This Warrant may be exercised by Registered Holder, in whole the Holder hereof (but only on the conditions hereafter set forth) as to all or in part, by any increment or increments of one thousand (1,000) Shares (or the surrender balance of this Warrant (with the Notice Shares if less than such number) upon delivery of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) written notice of intent to exercise to the Company during normal business hours on any business day at the principal office of the Company, address set forth in Section 16 hereof or at such other office or agency address as the Company may designateshall designate in a written notice to the Holder hereof, accompanied by together with this Warrant and payment in full, in lawful money to the Company of the United Statesaggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check or (ii) by wire transfer of immediately available funds to an amount equal account designated by the Company to the then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (b) Each Holder. 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 the Company as provided in subsection l(a) 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 l(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 Warrantaforesaid, the Company at its expense will use its best efforts to cause to be issued in the name ofshall as promptly as practicable, and delivered toin any event within five (5) business days thereafter, Registered Holder, or, subject execute and deliver to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) this Warrant a certificate or certificates for the total number of full shares whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of Warrant Shares to which Registered the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant 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 and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares upon exercise of this Warrant. (b) In lieu of exercising this Warrant pursuant to Section 3(a) above, the Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times into Shares (the "Conversion Right"), upon delivery of written notice of intent to convert to the Company at its address in Section 3(a) or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant. Upon exercise plusof the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any Exercise Price) that number of Shares which is equal to the quotient obtained by dividing (x) the value of the number of Shares with respect to which the Conversion Right is being exercised (determined by subtracting the aggregate Exercise Price for the Shares with respect to which the Conversion Right is being exercised from a number equal to the product of (i) the Fair Market Value per Share (as such term is defined in Section 10(c)) as at such time, multiplied by (ii) the number of Shares with respect to which the Conversion Right is being exercised), by (y) such Fair Market Value per Share. Any references in this Warrant to the "exercise" of this Warrant, and the use of the term exercise herein, shall be deemed to include (without limitation) any exercise of the Conversion Right. (c) No fractional Shares shall be issuable upon the exercise of this Warrant, and the Company shall in lieu of any issuing fractional share to which Registered Holder would otherwise be entitled, cash in Shares pay the holder hereof an amount determined pursuant of cash equal to the fractional Share that otherwise would be issuable multiplied by the Fair Market Value per Share (as defined in Section 3 hereof; and (ii10(c)) in case such exercise is in part only, a new warrant or warrants (dated at the date hereof) time of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveexercise.

Exercise. (a) This Warrant The Exercise Price per share of the Option is $0.25. The Option may only be exercised by Registered Holder, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal 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 if it becomes exercisable pursuant to the then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exerciseSection 2. (b) Each exercise The Option may be exercised by (i) providing written notice to the Company in the form prescribed by the stockholders from time to time at any time and from time to time after the Option becomes exercisable in accordance with Section 2 (the “Notice of Exercise”), which Notice of Exercise shall be delivered to the Company in the form, and in the manner, designated by the Company from time to time, and (ii) paying the Exercise Price per share. If permitted by the Company, this Warrant Option may be exercised in fractions by paying the percentage of the Exercise Price per share represented by the fractional purchase. (c) Payment of the Exercise Price per share may be made, at your election, with the approval of the Company, (i) if the Shares are readily tradable on a national securities market, through a “cashless exercise” in accordance with a Company-established policy or program for the same, or (ii) if the Shares are not readily tradable on a national securities market, by any method pre-approved by the Company. (d) As soon as practicable but not later than five Business Days after the Company shall have received such Notice of Exercise and payment, the Company shall issue or cause to be issued, in accordance with such Notice of Exercise, the number of Shares specified in such Notice of Exercise, issued in your name or in such other name or names of any immediate family member designated in such Notice of Exercise. The Option 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 l(a) above. At exercised and 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 l(c) below shall be deemed to have been issued, and you or other family member(s) designated in such Notice of Exercise shall be deemed for all purposes to have become the a holder or holders of record of the Warrant such Shares represented by such certificates. (c) As soon as practicable after the exercise of the purchase right represented date that such Notice of Exercise and payment shall have been received by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled upon such exercise 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveCompany.

Exercise. (a) This Warrant may be exercised by the Registered HolderHolder during the Exercise Period, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I A (the “Exercise Notice”) duly executed by such Registered Holder) at the principal 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 then applicable Purchase Exercise Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (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 l(a1(a) 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 next business day. At such time, the person Person or persons Persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l(c) 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 Subject to the adjustments set forth in Section 3, 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, the Company at its 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 hereofhereof (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 Registered such Holder (upon payment by Registered such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of whole Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu (as such number of any fractional share to which Registered Holder would otherwise Warrant Shares may be entitled, cash in an amount determined adjusted 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, stating on the face or faces thereof the number of shares 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 l(a1(a) above.

Exercise. (a) This Warrant may be exercised by Registered Holderexercised, in whole or in part, at any time and from time to time during the Exercise Period. Such exercise shall be accomplished by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office of the Company, or at such other office or agency as tender to the Company may designate, accompanied by payment in full, in lawful money of the United States, of an amount equal to the then applicable Purchase Exercise Price multiplied by the number of Warrant Shares then underlying shares being purchased (the “Purchase Price”), either (i) in cash, by wire transfer or by certified check or bank cashier’s check, payable to the order of the Company, or (ii) by surrendering such number of shares of Common Stock received upon such exercise. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior with an aggregate Fair Market Value (as defined below) equal to the close of business on Purchase Price (as described in the day on which this Warrant shall have been surrendered following paragraph (a “Cashless Exercise”), together with presentation and surrender to the Company of this Warrant with an executed subscription agreement in substantially the form attached hereto as provided in subsection l(a) aboveExhibit A (the “Subscription”). At such timeUpon receipt of the foregoing, the person Company will deliver to the Holder, as promptly as possible, a certificate or persons certificates representing the shares of Common Stock so purchased, registered in whose the name of the Holder or names his transferee (as permitted under Section 3 below). With respect to any certificates exercise of this Warrant, the Holder will for Warrant Shares shall be issuable upon such exercise as provided in subsection l(c) below shall all purposes be deemed to have become the holder or holders of record of the Warrant Shares represented number of shares of Common Stock purchased hereunder on the date the Subscription has been properly executed and payment of the Purchase Price have both been received by the Company (the “Exercise Date”), irrespective of the date of delivery of the certificate evidencing such certificates. (c) As soon as practicable after shares of the Common Stock, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Fractional shares of Common Stock will not be issued upon the exercise of the purchase right represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled upon such exercise plus, in . In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holder will be entitled to receive cash equal to the current market price of such fraction of a share to which Registered Holder would otherwise be entitledof Common Stock on the trading day immediately preceding the Exercise Date. In the event this Warrant is exercised in part, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, the Company shall issue a new warrant or warrants (dated Warrant to the date hereof) of like tenor, stating on Holder covering the face or faces thereof the aggregate number of shares currently stated on the face of Common Stock as to which this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveremains exercisable.

Exercise. (a) This The purchase rights represented by this Warrant may be exercised exercised, either for cash or on a cashless basis, by Registered the Holder, in whole or in part, at any time, or from time to time, by the surrender of this Warrant (with the notice of exercise form (the “Notice of Exercise Form Exercise”) attached hereto as Exhibit I A duly executed by Registered Holderexecuted) at the principal office of the Company, or at such other office or agency as and by payment to the Company may designate, accompanied by payment in full, in lawful money of the United States, of an amount equal to the then applicable Purchase Exercise Price multiplied by the number of Warrant the Shares then being purchased purchased, which amount may be paid, at the election of the Holder, by wire transfer or certified check payable to the order of the Company. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon such exercise. (b) Each 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. In the event Holder wishes to the Company as provided exercise this Warrant by means of a “cashless exercise” in subsection l(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares which Holder shall be issuable upon such exercise as provided in subsection l(c) below shall be deemed entitled 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, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) receive a certificate or certificates for the number of full shares of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) equals the closing price of the Company's Common Stock, as reported (in order of priority) on the trading market on which Registered Holder shall be entitled upon such exercise plusthe Company's Common Stock is then listed or quoted for trading on the trading date preceding the date of the election to exercise; or, if the Company's Common Stock is not then listed or traded on a trading market, then the fair market value of a share of Common Stock as determined by an independent appraiser selected in lieu good faith by the Recipient and the Company; (B) equals the Exercise Price of any fractional share the Warrant, as adjusted from time to which Registered Holder would otherwise be entitled, cash time in an amount determined pursuant to Section 3 hereofaccordance herewith; and (iiX) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof equals the number of shares currently stated on Warrant Shares Holder wishes to exercise in accordance with the face terms of this Warrant minus the number by means of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) abovea cashless exercise.

Exercise. (a) This Warrant may be exercised by the Registered HolderHolder on or before the Termination Date, in whole or in part, by the surrender of surrendering this Warrant (Warrant, with the Notice of Exercise Form attached purchase form appended hereto as Exhibit I duly executed by the Registered Holder) Holder at the principal office 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 an amount equal to the then applicable Purchase Warrant Price multiplied by payable in respect of 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; 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 l(a1(a) aboveabove (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 l(c1(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 the purchase right represented by this WarrantWarrant in full or in part, and in any event within twenty (20) days thereafter, 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 or as such other individual or entity as Registered Holder (upon payment by Registered 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 Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereofexercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating 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 currently stated called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in subsection l(a) aboveexercise.

Exercise. (a) This 4.1 The Purchase Rights represented by this Warrant may be exercised by Registered Holder, are exercisable upon the terms and conditions set forth herein at the option of the Holder in whole or at any time and in part, by but not for less than 100 shares at a time, at any time and from time to time during the surrender Exercise Period upon the delivery of this Warrant (with the Notice of Exercise Form form attached hereto as Exhibit I 1 to the Company with such notice duly executed by Registered Holder) at the principal office and upon payment in cash, wire transfer or bank cashier’s check 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 then applicable Exercise Price. The Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (b) Each exercise of this Warrant 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 l(a) 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 l(c) 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 the purchase right represented by this Warrantsuch date, and in any event within three (3) business days thereafter, the Company at its expense will use its best efforts to shall issue and deliver, or cause to be issued in the name ofand delivered, and delivered to, Registered Holder, or, subject to the terms and conditions hereofperson or persons entitled to receive the same, to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled issuable upon such exercise plusexercise. In the event that this Warrant is exercised in part, 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, the Company at its expense shall execute and deliver a new warrant or warrants (dated the date hereof) Warrant of like tenor, stating on the face or faces thereof tenor exercisable for the number of shares currently stated on for which this Warrant may then be exercised. 4.2 In lieu of the face 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 minus for shares of Common Stock equal to 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 purchased by Registered Holder upon such exercise as provided in subsection l(a) above.of the Common Stock computed using the following formula:

Exercise. (a) This Warrant may be exercised by Registered Holderexercised, in whole or in part, at any time and from time to time during the Exercise Period. Such exercise shall be accomplished by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office of the Company, or at such other office or agency as tender to the Company may designate, accompanied by payment in full, in lawful money of the United States, of an amount equal to the then applicable Purchase Exercise Price multiplied by the number of Warrant Shares then underlying shares being purchased upon such exercise. (the “Purchase Price”), either (a) in cash, by wire transfer or by certified check or bank cashier’s check, payable to the order of the Company, or (b) Each by surrendering such number of shares of Common Stock received upon exercise of this Warrant shall be deemed to have been effected immediately prior with an aggregate Fair Market Value (as defined below) equal to the close of business on Purchase Price (as described in the day on which this Warrant shall have been surrendered following paragraph (a “Cashless Exercise”), together with presentation and surrender to the Company of this Warrant with an executed subscription agreement in substantially the form attached hereto as provided in subsection l(a) aboveExhibit A (the “Subscription”). At such timeUpon receipt of the foregoing, the person Company will deliver to the Holders, as promptly as possible, a certificate or persons certificates representing the shares of Common Stock so purchased, registered in whose the name of the Holders or names its transferee (as permitted under Section 3 below). With respect to any certificates exercise of this Warrant, the Holders will for Warrant Shares shall be issuable upon such exercise as provided in subsection l(c) below shall all purposes be deemed to have become the holder or holders of record of the Warrant Shares represented number of shares of Common Stock purchased hereunder on the date the Subscription has been properly executed and payment of the Purchase Price have both been received by the Company (the “Exercise Date”), irrespective of the date of delivery of the certificate evidencing such certificates. (c) As soon as practicable after shares of the Common Stock, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Fractional shares of Common Stock will not be issued upon the exercise of the purchase right represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled upon such exercise plus, in . In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holders will be entitled to receive cash equal to the current market price of such fraction of a share to which Registered Holder would otherwise be entitledof Common Stock on the trading day immediately preceding the Exercise Date. In the event this Warrant is exercised in part, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, the Company shall issue a new warrant or warrants (dated Warrant to the date hereof) of like tenor, stating on Holders covering the face or faces thereof the aggregate number of shares currently stated on the face of Common Stock as to which this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveremains exercisable for.

Exercise. (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by the surrender of surrendering this Warrant (Warrant, with the Notice of Exercise Form attached purchase form appended hereto as Exhibit EXHIBIT I duly executed by such Registered Holder or by such 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, accompanied by payment in full, in lawful money of the United States, of an amount equal to the then applicable Purchase Price multiplied by payable in respect of the number of Warrant Shares then being purchased upon such exercise. (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 l(a1(a) 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 l(c1(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 WarrantWarrant in full or in part, within ten (10) days thereafter, 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 or as such other individual or entity as Registered Holder (upon payment by Registered 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 such Registered Holder shall be entitled upon such 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, stating 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 currently stated 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 as provided in subsection l(a) aboveexercise.

Exercise. (a) This The Warrants and the purchase rights represented thereby are exercisable by the Warrant may be exercised by Registered Holder, in whole or in part, by at any time after they vest until 5:00 p.m., Eastern Standard Time, on the surrender of this Warrant (Expiration Date in accordance with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holderprocedures set forth in Section 4(b) at the principal office below. Upon receipt of the Companyitems required under Section 4(b) and the Warrant Holder's fulfillment of the other terms of Section 4(b), 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 shall issue to the then applicable Purchase Price multiplied by Warrant Holder a certificate for the number of shares of Common Stock purchased. The Warrant Holder, upon exercise of the Warrants, shall be deemed to have become the holder of the Warrant Shares then being purchased upon represented thereby (and such exercise. (b) Each exercise of this Warrant 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 the Warrants are exercised. In the event of any exercise of the rights represented by the Warrants, certificates for the Warrant Shares so purchased shall be delivered to the Warrant Holder as soon as practical and in any event within ten (10) business days after receipt of such notice and, unless the Warrants have been fully exercised or expired, new Warrants representing the remaining portion of the Warrants and the underlying Warrant Shares, if any, with respect to which this Warrant Agreement shall not then have been surrendered exercised shall also be issued to the Company Warrant Holder as provided in subsection l(a) 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 l(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, the Company at its expense will use its best efforts to cause to be issued possible and in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to any event within such other individual or entity as Registered Holder ten (upon payment by Registered Holder of any applicable transfer taxes10) may direct: (i) a certificate or certificates for the number of full shares of Warrant Shares to which Registered Holder shall be entitled upon such exercise 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveday period.

Exercise. (a) This Warrant The Option shall be exercisable by the Optionee, or either of them, upon the first to occur of (i) termination of either of their respective employments by Optionor regardless of the reason for such termination, (ii) April 1, 1998, which is the date immediately subsequent to the date on which the Optionor's Annual Report for fiscal 1997 on Form 10-KSB is required to be filed with the Securities and Exchange Commission, (iii) the date on which Optionor's common stock is no longer listed for quotation on the NASDAQ Stock Market, or (iv) any attempt by Optionor to sell any of the Option Stock or any Subject Business to any party or entity other than Optionee. At any time as the Option is exercisable hereunder, the Optionee may be exercised by Registered Holderexercise the Call, in whole or but not in part, by giving written notice (the surrender "Exercise Notice") to the Optionor prior to 5:00 p.m., Florida time, on the last day of this Warrant (the Option Period. The Exercise Notice shall specify whether the Call is being exercised with respect to the Notice Option Stock or the Subject Business. If the call is exercised with respect to the Subject Business, the Optionor and the Optionee will execute and deliver the Agreement to Sell and Purchase, a copy of Exercise Form which is attached hereto as Exhibit I duly executed by Registered Holder) at Attachment A. If the principal 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 Call is exercised with respect to the then applicable Purchase Price multiplied by Option Stock, the number of Warrant Shares then being purchased upon Optionor and the Optionee will execute an agreement selling the Option Stock and containing representations and warranties customarily found in such exercise.an agreement and similar in terms and conditions to Attachment A. (b) Each exercise If the Optionor attempts to sell or notifies the Optionee of this Warrant shall be deemed the Optionor's intent to have been effected immediately prior sell all or any part of the Subject Business or the Option Stock to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection l(a) above. At such timea bona-fide third party, the person or persons Optionor shall specify in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l(c) below shall be deemed to have become the holder or holders notice all 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, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereofof such sale, to and then, and only in such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may directevent, the following shall be applicable: (i) The Optionee shall have a certificate period of sixty days from the receipt of such attempt or certificates for notice within which to notify the number of full shares of Warrant Shares Optionor that it elects to which Registered Holder shall be entitled upon such exercise 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; andthe Option; (ii) in case If the Optionee does not exercise the Option within such exercise is in part onlysixty day period, a new warrant the Optionor shall be free to sell the Subject Business or warrants (dated the date hereof) of like tenor, stating Option Stock to such bona-fide third party solely on the face terms and conditions specified in the notice. Any proposed sale or faces thereof other transfer by the number Optionor of shares currently stated the Subject Business or the Option Stock for any price less than that at, or on any terms and conditions other than those by which, the face Optionee could have purchased the Subject Business or the Option Stock pursuant to the provisions hereof shall be subject to the first right in the Optionee to purchase the Subject Business or the Option Stock at such lesser price, subject to such other terms and conditions, and Optionee shall have a period of this Warrant minus thirty days from the number receipt of such shares purchased by Registered Holder upon notice within which to notify the Optionor that the Optionee elects to purchase the Subject Business or the Option Stock on such exercise as provided other terms and conditions. To assure that the intent of these provisions will be carried out, it is expressly agreed that the Optionor will provide in subsection l(a) aboveany agreement or document, of any kind or nature, relating to the sale or other transfer of the Subject Business or the Option Stock to any bona-fide third party that such offer, agreement or other document is subject to the provisions hereof.

Exercise. (a) This Warrant may A 2002-A WARRANT shall be exercised by Registered Holder, in whole or in part, exercisable only by the surrender of this Warrant (registered HOLDER surrendering it, together with the Notice of Exercise Form attached hereto as Exhibit I subscription form set forth in the 2002-A WARRANT duly executed by Registered Holder) at the principal office of the Company, or at such other office or agency as the Company may designateexecuted, accompanied by payment payment, in full, in lawful money of the United States, of an amount equal the Warrant Exercise Price for each full Share as to which the 2002-A WARRANT is exercised, to the then applicable Purchase Price multiplied Warrant Agent. The Company shall act as its own Warrant Agent, and can be reached by phone at (▇▇▇) ▇▇▇-▇▇▇▇ or by mail at ▇▇▇ ▇▇▇ ▇▇▇▇, Houston, Texas, 77076. The COMPANY shall give notice to the number registered HOLDERS of 2002-A WARRANTS of any change in the address of, or in the designation of, its Warrant Shares then being purchased upon such exerciseAgent. (b) Each exercise A 2002-A WARRANT may be exercised wholly or in part. If a 2002-A WARRANT is only exercised in part, a new WARRANT for the number of this Warrant Shares as to which the 2002-A WARRANT shall not have been exercised shall be deemed to have been effected immediately prior issued to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection l(a) 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 l(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificatesregistered HOLDER. (c) As soon as practicable after the exercise of the purchase right represented by this Warrantany 2002-A WARRANT, the Company at its expense will use its best efforts COMPANY shall issue to cause to be issued in or upon the name of, and delivered to, Registered Holder, or, subject to order of the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) registered HOLDER a certificate or certificates for the number of full Shares which he is entitled, registered in such name or names as may be directed by him. (d) All Shares issued upon exercise of a 2002-A WARRANT shall be validly issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of the issue thereof and all costs of issuance. However, the registered HOLDER shall pay all taxes imposed in connection with any transfer, even if involved in an issue of a certificate, and the COMPANY shall not be required to issue or deliver any stock certificate in such case until the tax shall have been paid. (e) Each person in whose name any such certificate for Shares is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which the 2002-A WARRANT was surrendered and payment of the Warrant Exercise Price and applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the COMPANY are closed, the person or persons entitled to receive Shares to upon such exercise shall be considered the record holder or holders of such shares at the close of business on the next succeeding date on which Registered Holder the stock transfer books are open and shall be entitled upon such exercise plus, in lieu to receive only dividends or distributions which are payable to holders 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboverecord after that date.

Exercise. (a) This The purchase rights set forth in this Warrant may be exercised are exercisable by Registered Holderthe Warrantholder, 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 tendering to the surrender Company at its principal office a notice of this Warrant exercise in the form attached to the Credit Agreement as Exhibit I (with the “Notice of Exercise”), duly completed and executed. Promptly upon receipt of the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at and the principal office payment of the CompanyPurchase 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 the United States, of an amount equal shall issue to the then applicable Purchase Price multiplied by Warrantholder a certificate for the number of Warrant Shares then being shares of Common Stock purchased upon such exercise. and shall execute the acknowledgment of exercise in the form attached to the Credit Agreement as Exhibit II (bthe “Acknowledgment of Exercise”) Each indicating the number of shares which remain subject to future purchases, if any. Except as provided in 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 l(a) the paragraph above. At Notwithstanding the foregoing, if an exercise of all or any portion of this Warrant is being made in connection with (i) 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 timeexercise may be conditioned upon the consummation of such public offering, the person Acquisition, issuance, sale, dividend, distribution or persons transfer, in whose name or names any certificates for Warrant Shares which case (A) such exercise shall be issuable upon effective concurrently with the consummation of such exercise as provided 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 subsection l(cthis sentence. The Purchase Price may be paid at the Warrantholder’s election either (i) below shall be deemed to have become the holder by cash or holders check, or (ii) by surrender of record all or a portion of the Warrant Shares represented by such certificates. 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 (c) As soon as practicable after “Net Issuance”). If the exercise of Warrantholder elects the purchase right represented by this WarrantNet Issuance method, the Company at its expense will use its best efforts to cause issue Common Stock in accordance with the following formula: X = Y(A-B) A Where: X = the number of shares of Common Stock to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereofWarrantholder. 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, current fair market value of Common Stock shall mean with respect to such other individual or entity as Registered Holder (upon payment by Registered Holder each share of any applicable transfer taxes) may directCommon Stock: (i) if the Common Stock is traded on a certificate or certificates for securities exchange, the number of full shares of Warrant Shares to which Registered Holder fair market value shall be entitled upon such exercise plus, in lieu deemed to be the average of any fractional the closing prices over a five (5) day period ending three days before the day the current fair market value of one (1) share to which Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereofof 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, stating the 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 currently stated on the face of this Warrant minus the number purchasable hereunder. All other terms and conditions of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveamended Warrant shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

Exercise. (a) This The rights represented by this Warrant may be exercised by Registered Holder, in whole or in partpart at any time, subject to the terms of Section 2 and as further specified herein, during the Exercise Period, so long as the Exercise Shares for which this Warrant is being exercised are then vested and exercisable hereunder in accordance with Section 3.1, by delivery by the surrender Holder of this Warrant the following to the Company at its address set forth above (with or at such other address as it may designate by notice in writing to the Holder): (a) An executed Notice of Exercise Form in the form attached hereto as Exhibit I duly executed by Registered Holder) at the principal 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 then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise.A; (b) Each Payment of the Exercise Price either in cash or by wire transfer of immediately available funds; provided, however, that, for so long as the R&D Agreement is in effect, the Holder may, at its option in writing in the Notice of Exercise, elect to offset the Exercise Price against any amounts then owed to the Holder from the Company; and (c) This Warrant. For the avoidance of doubt, this Warrant may not be exercised for any Exercise Shares that have not vested in accordance with Section 3.1. Upon the exercise of the rights represented by this Warrant, a book-entry statement for the Exercise Shares so purchased, registered in the name of the Holder or persons affiliated with the Holder, if the Holder so designates, shall be delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. The person in whose name any book-entry statements for Exercise Shares are to be delivered upon exercise of this Warrant shall be deemed to have been effected immediately prior to become the close holder of business record of such shares of Common Stock purchased on the day date on which this Warrant shall have been was surrendered to and payment of the Exercise Price was made, irrespective of the date of delivery of such book-entry statement, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company as provided in subsection l(a) above. At are closed, 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 l(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, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled upon such exercise 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveat the close of business on the next succeeding date on which the stock transfer books are open.

Exercise. (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by such Registered Holder) at the principal 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 then applicable Purchase Exercise Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (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 l(a1(a) 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 l(c1(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, the Company at its 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 Registered such Holder (upon payment by Registered 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 such Registered Holder shall be entitled upon such 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, stating on the face or faces thereof the number of shares 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 l(a1(a) aboveabove (prior to any adjustments made thereto pursuant to the provisions of this Warrant).

Exercise. (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by such Registered Holder) at the principal 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 then applicable Purchase Exercise Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (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 l(a1(a) 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 l(c1(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, the Company at its 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 Registered such Holder (upon payment by Registered 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 such Registered Holder shall be entitled upon such 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, stating on the face or faces thereof the number of shares of 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 exercise as provided in subsection l(a1(a) above.

Exercise. (a) This Warrant may be exercised by the Registered HolderHolder by surrendering this Warrant, in whole or in part, by the surrender of this Warrant (along with the Notice of Exercise Form attached 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 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 an amount equal to the then applicable Purchase Exercise Price multiplied by payable in respect of the number of Warrant Shares then being purchased upon such exerciseexercise (the “Aggregate Exercise Price”), or (ii) a written notice to the Company that the Registered Holder is exercising this Warrant on a “cashless” exercise basis by authorizing the Company to withhold from issuance a number of 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 no longer be issuable 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 l(a1(a) aboveabove (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 l(c1(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 the purchase right represented by this Warrant, 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 or as such other individual or entity as Registered Holder (upon payment by Registered 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 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; 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number consummation of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) abovetransaction or event.

Exercise. (a) This Warrant may be exercised by Registered Holder, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal 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 Subject to the then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (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 l(a) 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 l(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, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the other terms and conditions hereof, the Option shall be exercisable at any time when all or a portion of the Option is vested under this Option Agreement upon written notice to the Company, or such other individual method of exercise as may be specified by the Company, including without limitation, exercise by electronic means. The notice will: (a) state the number of shares of Stock to which the Option is being exercised; and (b) if the Option is being exercised by anyone other than the Holder, if not already provided, be accompanied by proof satisfactory to counsel for the Company of the right of such person or entity as Registered Holder (persons to exercise the Option under this Option Agreement and all applicable laws and regulations. As a condition to the exercise of the Option and the obligation of the Company to issue Stock upon payment by Registered Holder the exercise thereof, the proposed recipient of the Stock shall make any representation or warranty to comply with any applicable transfer taxes) may direct: (i) law or regulation or to confirm any factual matters reasonably requested by the Company or its counsel. Upon exercise of the Option and the satisfaction of all conditions thereto, the Company shall deliver a certificate or certificates for Stock to the number specified person or persons at the specified time upon receipt of the aggregate exercise price for such Stock. The full exercise price for the portion of the Option being exercised shall be paid to the Company (a) in cash; (b) by certified check (denominated in U.S. Dollars); (c) subject to the Board’ discretion and approval, by delivery of other shares of Warrant Shares Stock then owned by the Holder for more than six months on the date of surrender (unless this condition is waived by the Board), having a Fair Market Value on the date of surrender equal to or greater than the aggregate exercise price of the Stock as to which Registered Holder said Option shall be entitled upon such exercise plus, exercised; (d) cancellation of indebtedness of the Company owed to the Holder; (e) by any other means which the Company determines are consistent with the purposes of this Option Agreement and with applicable laws and regulations; or (f) any combination of the foregoing methods of payment. No fractional shares of Stock shall be issued or delivered pursuant to this Option Agreement. The Board shall determine whether cash or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any fractional share to which Registered Holder would rights thereto shall be forfeited or 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveeliminated.

Exercise. (a) This The purchase rights represented by this Warrant may be exercised are exercisable by Registered Holderthe Warrantholder, in whole or in part, at any time, or from time to time during the period set forth in Section 1 above, by tendering the surrender Company at its principal office a notice of this Warrant exercise in the form attached hereto as Exhibit A (with the "Notice of Exercise"), duly completed and executed. Upon receipt of the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at and the principal office payment of the CompanyExercise Price in accordance with the terms set forth below, 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 will issue to the then applicable Purchase Price multiplied by Warrantholder a certificate for the number of Warrant Shares then being shares of Stock of the Company purchased and will execute the Notice of Exercise indicating the number of shares of Stock which remain subject to future purchases, if any. The person or persons in whose name(s) any certificate(s) representing shares of Stock will be issued upon such exercise. (b) Each exercise of this Warrant shall will be deemed to have become the holder(s) of, the Shares represented thereby (and such shares will 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 to is exercised. In the Company as provided in subsection l(a) above. At such time, the person or persons in whose name or names event of any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l(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 rights represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number Shares so purchased will be delivered to the Warrantholder or its designee as soon as practical and in any event within thirty (30) days after receipt of full shares of such notice and, unless this Warrant Shares to which Registered Holder shall be entitled upon such exercise 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 onlyhas been fully exercised or expired, a new warrant or warrants (dated Warrant representing the date hereof) remaining portion of like tenorthe Shares, stating on the face or faces thereof the number of shares currently stated on the face of if any, with respect to which this Warrant minus will not then have been exercised will also be issued to the number of Warrantholder as soon as possible and in any event within such shares purchased by Registered Holder upon such exercise as provided in subsection l(athirty (30) aboveday period.

Exercise. (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by the surrender of surrendering this Warrant (Warrant, along with the Notice of Exercise Form attached 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 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 an amount equal to the then applicable Purchase Exercise Price multiplied by payable in respect of the number of Warrant Shares then being purchased upon such exerciseexercise (the "AGGREGATE 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 l(a1(a) aboveabove (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 l(c1(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 the purchase right represented by this Warrant, 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 or as such other individual or entity as Registered Holder (upon payment by Registered 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 Registered Holder shall be entitled upon such exercise plusexercise; and (ii) a new Warrant representing the shares with respect to which this Warrant shall not have been exercised (unless this Warrant has been fully exercised or has expired); PROVIDED, HOWEVER, that the Company shall not be required to pay any tax that may be payable in lieu respect of any fractional share 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. (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 otherwise be entitledentitled to cash or securities traded on a national security exchange, cash the Nasdaq Stock Market, or an over-the-counter market in an amount determined pursuant 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 Section 3 hereof; and (ii) such transaction beneficially own, directly or indirectly, more than 50% of the outstanding securities entitled to vote generally in case the election of directors of the resulting, surviving or acquiring corporation in such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) abovetransaction).

Exercise. (a) This Warrant Each of the Warrants may be exercised by Registered Holderat any time or from time to time on or after the Closing 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 the surrender Company pursuant to Section 6.06, (x) a written notice of this such Holder's election to exercise its Warrant, which notice will specify the number of Issuable Warrant Shares to be purchased pursuant to such exercise, (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holdery) at the principal office payment of the Company, or at such other office or agency as the Company may designate, accompanied by payment in fullExercise Price, in lawful money of the United States, of an amount equal to the then applicable Purchase Price multiplied by 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 the Subscription Form appearing at the end of the Warrants. Upon receipt of such notice, the Company will, as promptly as practicable, and in any event within ten (10) Business Days (or such longer period of time as is reasonably necessary to complete any required calculations or determinations), execute, or cause to be executed, and deliver to such Holder a certificate or certificates representing the aggregate number of Warrant Shares then being purchased 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 Warrant has not been exercised, which new Warrant will, in all other respects, be identical with the Warrants, or, at the request of such Holder, appropriate notation may be made on the Warrant and the Warrant returned to such Holder. (b) Each exercise 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 Warrant shall be deemed to have been effected immediately prior calculation). If the Holder surrenders a combination of cash or cancellation of any debt owed by the Company to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection l(a) above. At such timeHolder or Warrants, the person or persons in whose name or names any certificates for Warrant Shares shall Holder will specify the respective number of shares of Common Stock to be issuable upon such exercise purchased with each form of consideration, and the foregoing provisions will be applied to each form of consideration with the same effect as provided in subsection l(c) below shall be deemed to have become the holder or holders of record of if the Warrant Shares represented by such certificates. (c) As soon as practicable after 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 the purchase right represented by this Warrantportion of the Warrant being exercised for cash; provided further, that so long as any amounts due under the Company at its expense Note remain outstanding, Holder will use its best efforts to cause to be issued first apply such outstanding debt due under the Note towards the cost of exercising Warrants before applying any value in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual Warrants or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled upon towards such exercise pluscost, but only if, such priority does not result in lieu a greater tax liability than if Holder applied such outstanding debt due under the Note towards the cost of exercising Warrants after applying any fractional share to which Registered Holder would otherwise be entitled, cash value in an amount determined pursuant to Section 3 hereof; and (ii) in case Warrants or Warrant Shares towards such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) abovecost.

Exercise. (a) This Warrant may be exercised by the Registered Holder, only during the Exercise Period, in whole or in part, by the surrender of surrendering this Warrant (Warrant, with the Notice of Exercise Form attached purchase form appended hereto as Exhibit I A duly executed by such Registered Holder) , at the principal 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 then applicable Purchase Price multiplied by payable in respect of the number of shares of Warrant Shares then being Stock purchased upon such exercise. This Warrant shall be 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 l(aSubsection 1(a) 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 l(cSubsection 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 the purchase right represented by this WarrantWarrant in full or in part, and in any event within three (3) business days thereafter, the Company at its 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 as such other individual or entity as 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 such Registered Holder shall be entitled upon such 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, stating calling in the aggregate on the face or faces thereof for the number of shares currently stated of Warrant 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 exercise as provided in subsection l(aSubsection 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, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by such Registered Holder) at the principal 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 then applicable Purchase Exercise Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (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 l(a1(a) 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 l(c1(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, the Company at its 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 Registered such Holder (upon payment by Registered 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 such Registered Holder shall be entitled upon such 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, stating on the face or faces thereof the number of shares 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 l(a1(a) aboveabove (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 may be exercised by The Registered HolderHolder may, at its option, elect to exercise this Warrant, in whole or in partpart and at any time or from time to time, by the surrender of surrendering this Warrant (Warrant, with the Notice of Exercise Form attached purchase form appended hereto as Exhibit I duly executed by or on behalf of the Registered Holder) , at the principal 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 then applicable Purchase Price multiplied by payable in respect of the number of Warrant Shares then being purchased upon such exercise. exercise (bincluding payment pursuant to Section 1(b) Each exercise of this Warrant below). The Registered Holder shall be deemed to have been effected immediately prior become the holder of record of the Warrant Shares on the date on which this Warrant is surrendered and payment of the Purchase Price is made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, Registered Holder shall be deemed to become the holder of such shares at the close of business on the day next succeeding date on which the stock transfer books are open (b) In lieu of exercising this Warrant for cash, the Registered Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with notice of such election (a “Net Exercise”). A Registered Holder who Net Exercises shall have been surrendered to the rights described in Section 1 hereof, and the Company as provided in subsection l(a) 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 l(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, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, issue to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled upon such exercise 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 computed using the date hereof) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) above.following formula: Where

Exercise. (aA) This Warrant may be exercised by Registered Holder, in whole or in partpart at any time and from time to time from and after the date hereof until the termination of the Term (as defined in Section 3 hereof), by delivery to the surrender of Company at its principal executive offices of: (i) this Warrant Warrant, (with ii) the Notice of Exercise Purchase Form attached hereto as Exhibit I A duly completed and executed by Registered Holderthe Holder or a permitted assignee, (iii) at the principal office payment of the Companypurchase price of the Warrant Shares in accordance with Section 2 below, or at (iv) if the person to whom the Warrant Shares is a permitted assignee, a duly certified copy of the assignment agreement between the Holder and the permitted assignee in a form reasonably acceptable to the Company and (v) if the Holder is not already a party thereto, a shareholders agreement, in any, and such other office or agency agreements as may be reasonably requested by the Company (collectively, the “Stockholders Agreements”), as each may be amended from time to time. In lieu of issuing fractional shares of Common Stock upon exercise of this Warrant, the Company shall round down to the next whole number of shares. The Warrant Shares so purchased shall be issued to the Holder as the record and beneficial owner of such Warrant Shares. (B) In addition, the Holder will have the option to exercise this Warrant in conjunction with an Acquisition or any other event where the Holder would have the opportunity to sell some or all of the Warrant Shares, subject to this Warrant (a “Liquidity Event”) or to require the Company may designate, accompanied by payment in fullto redeem this Warrant immediately prior to the consummation of such Acquisition or Liquidity Event, in lawful money either case on a net exercise basis, with the gross value of this Warrant (prior to the netting out of the United States, of an amount exercise price) equal to the then applicable Purchase Price multiplied by amount the number Holder would have received in such Acquisition or Liquidity Event if it had exercised this Warrant immediately prior to such Acquisition or Liquidity Event and had thereby participated in such Acquisition or Liquidity Event. In connection with an Acquisition or Liquidity Event in which the Holder has the opportunity to sell less than all of the Warrant Shares then being purchased upon such exerciseShares, as applicable, subject to this Warrant, the option and mechanism described herein shall apply to the extent the Holder elects to participate and any remaining Warrant Shares, that the Holder does not have the opportunity to sell shall continue to be subject to this Warrant. (bC) 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 with the purchase price of the Warrant Shares in subsection l(aaccordance with Section 1(A) above. At such time, the person or persons Holder and/or any permitted assign(s) in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) Shares. As soon as practicable after the exercise of the purchase right represented by this WarrantWarrant in whole or in part, and in any event within five (5) days thereafter, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may directissued: (i) a certificate in the name of and delivered to the Holder or certificates for its permitted assign(s) as set forth on the Purchase Form, the number of full shares of whole Warrant Shares to which Registered such Holder shall be entitled upon such exercise plusexercise, 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, in the name of and delivered to the Holder and/or its permitted assigns a new warrant or warrants (on the same terms and conditions as are set out herein and dated as of the date hereof) for that number of like tenor, stating on the face or faces thereof Warrant Shares equal to the number of shares currently stated on the face of such Warrant Shares subject to this Warrant (without giving effect to any adjustment herein) minus the number of such shares Warrant Shares purchased (without giving effect to any adjustment herein) by Registered the Holder and/or its permitted assigns upon such exercise. The Holder acknowledges that no fractional shares of Warrant Shares shall be issued upon exercise as provided in subsection l(a) aboveof this Warrant.

Exercise. (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by the surrender of surrendering this Warrant (Warrant, with the Notice of Exercise Form attached 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 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 then applicable Purchase Price multiplied by payable in respect of the number of Warrant Shares then being purchased upon such exercise. (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 l(a1(a) aboveabove (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 l(c1(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 the purchase right represented by this WarrantWarrant in full or in part, and in any event within 10 days thereafter, 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 or as such other individual or entity as Registered Holder (upon payment by Registered 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 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; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating 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 currently stated 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 as provided in subsection l(a) aboveexercise.

Exercise. (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by such Registered Holder) at the principal 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 then applicable Purchase Exercise Price multiplied by the number of Warrant Shares then being purchased upon such exercise, subject to the cashless exercise provisions set forth in Section 2.3(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 l(a1(a) 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 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 l(c) 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, the Company at its 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 hereofhereof (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 Registered such Holder (upon payment by Registered 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 such Registered Holder shall be entitled upon such exercise plus(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, stating on the face or faces thereof the number of shares 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 l(a1(a) above.

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 Registered Holderthe Participant, in whole or in part, at any time or from time to time prior to the expiration of the term of the SARs by the surrender filing of this Warrant (with any written form of exercise notice as may be required by the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office Committee. Upon expiration of the CompanySARs, the SARs shall be canceled and no longer exercisable. There shall be no proportionate or at such other office or agency as partial vesting in the Company may designate, accompanied by payment in full, in lawful money of periods prior to each vesting date and all vesting shall occur only on the United States, of an amount equal to the then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercisevesting 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 l(a) 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 l(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, the Company at its expense will use its best efforts to cause to be issued in the name ofSARs, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment provisions are incorporated herein by 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 Registered Holder shall be entitled upon such exercise 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) abovereference.

Exercise. (a) This The purchase rights represented by this Warrant may be exercised exercised, for cash, by Registered the Holder, in whole or in part, at any time, or from time to time, by the surrender of this Warrant (with the notice of exercise form (the "Notice of Exercise Form Exercise") attached hereto as Exhibit I A duly executed by Registered Holderexecuted) at the principal office of the Company, or at such other office or agency as and by payment to the Company may designate, accompanied by payment in full, in lawful money of the United States, of an amount equal to the then applicable Purchase Exer­cise Price multiplied by the number of the Warrant Shares then being purchased purchased, which amount may be paid, at the election of the Holder, by wire transfer or certified check payable to the order of the Company. The person or persons in whose name(s) any certificate(s) repre­senting Warrant Shares shall be issuable upon such exercise. (b) Each 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 Warrant Shares represented thereby (and such Warrant 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 to is exercised. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the Company as provided in subsection l(a) above. At such timeprovisions of this paragraph, following the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l(c) below shall be deemed to have become the holder or holders purchase of record a portion of the Warrant Shares represented by such certificates. (c) As soon as practicable after hereunder, the exercise number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. In lieu of the purchase right represented cash exercise set forth above, this Warrant may also be exercised by this Warrant, means of a “cashless exercise” in which the Company at its expense will use its best efforts Holder shall be entitled to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) receive a certificate or certificates for the number of full shares of Warrant Shares equal to which Registered Holder shall be entitled upon the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Trading Day immediately preceding the date of such exercise pluselection; (B) = the Exercise Price of this Warrant, in lieu of any fractional share to which Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereofas adjusted; and (iiX) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof = the number of shares currently stated on the face Warrant Shares issuable upon exercise of this Warrant minus in accordance with the number terms of such shares purchased this Warrant by Registered Holder upon such means of a cash exercise as provided in subsection l(a) aboverather than a cashless exercise.

Exercise. (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by the surrender of surrendering this Warrant (Warrant, with the Notice of Exercise Form attached purchase form appended hereto as Exhibit I duly executed by such Registered Holder) , at the principal 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 then applicable Purchase Exercise Price multiplied by payable in respect of the number of shares of Warrant Shares then being Stock purchased upon such exercise. (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 l(a1(a) 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 l(c1(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 the purchase right represented by this WarrantWarrant in full or in part, and in any event within 10 days thereafter, the Company at its 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 as such other individual or entity as Registered Holder (upon payment by Registered 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 such Registered Holder shall be entitled upon such 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, stating calling in the aggregate on the face or faces thereof for the number of shares currently stated of Warrant 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 exercise as provided in subsection l(a1(a) above.

Exercise. (a) This Subject to the requirements of Section 4, this Warrant may be exercised by the Registered Holder, in whole or in part, by the surrender of surrendering this Warrant (Warrant, with the Notice of Exercise Form attached purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such 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, 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 an amount equal to the then applicable Purchase Price multiplied by payable in respect of the number of shares of Warrant Shares then being purchased upon such exercise. (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 l(a) 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 l(c1(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 WarrantWarrant in full or in part, and in any event within 10 days thereafter, 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 or such other individual or entity as Registered Holder (upon payment by Registered such Holder of any applicable transfer taxes) as the Holder may direct: (i) a certificate or certificates for the number of full shares of Warrant Shares to which such Registered Holder shall be entitled upon such 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 2 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating 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 currently stated called for on the face of or this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in subsection l(a) above.

Exercise. (a) This Warrant may be exercised by Registered Holder, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal 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 then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (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 l(a1(a) 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 l(c1(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, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled upon such exercise 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a1(a) above.

Exercise. (a) This The rights represented by this Warrant may be exercised by Registered Holder, in whole or in partpart at any time during the Exercise Period so long as the Exercise Shares for which this Warrant is being exercised are then vested and exercisable hereunder in accordance with Section 2.1, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office delivery of the Company, following to the Company at its address set forth above (or at such other office or agency address as the Company it may designate, accompanied designate by payment notice in full, in lawful money of the United States, of an amount equal writing to the then applicable Purchase Price multiplied by Holder): (a) An executed Notice of Exercise in the number of Warrant Shares then being purchased upon such exercise.form attached hereto; (b) Each Payment of the Exercise Price either (i) in cash or by check, or (ii) by cancellation of indebtedness; and (c) This Warrant. Upon the exercise of the rights represented by this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or persons affiliated with the Holder, if the Holder so designates, shall be issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. In the event that this Warrant is being exercised for less than all of the then-current number of Exercise Shares purchasable hereunder, the Company shall, concurrently with the issuance by the Company of the number of Exercise Shares for which this Warrant is then being exercised, issue a new Warrant exercisable for the remaining number of Exercise Shares purchasable hereunder. The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have been effected immediately prior to become the close holder of business record of such shares on the day date on which this Warrant shall have been was surrendered to and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company as provided in subsection l(a) above. At are closed, 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 l(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, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled upon such exercise 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveat the close of business on the next succeeding date on which the stock transfer books are open.

Exercise. (a1) This A Warrant Holder may be exercised by Registered Holderexercise the Warrants, in whole or in part, by to purchase the Underlying Shares in such amounts as may be elected upon surrender of this the Warrant (Certificates therefor with the Notice of Exercise Form attached hereto as Exhibit I subscription form thereon duly executed by Registered Holder) at the principal office of the Companyexecuted, or at such other office or agency as to the Company may designateat its corporate office at 2 So▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, accompanied by payment in full▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇gether with the full Underlying Share Purchase Price for each Underlying Share to be purchased, (i) in lawful money of the United States, or by certified check or bank draft payable in United States dollars to the order of the Company, (ii) cancellation of all or any part of the unpaid principal amount of indebtedness outstanding under the Loan Agreement in an amount equal to the then applicable Underlying Share Purchase Price, or (iii) surrender to the Company for cancellation certificates representing shares of Common Stock of the Company owned by the Warrant Holder (properly endorsed for transfer in blank) having a current market price on the date of Warrant exercise equal to the Underlying Share Purchase Price multiplied and upon compliance with and subject to the conditions set forth herein and in the Warrant Certificate. For purposes of any computation under this Section 2(b)(1), the then current market price per share of Common Stock will be computed as set forth under Section 2(c). (2) Upon receipt of such Warrant Certificates together with the Subscription Form attached hereto as Exhibit D (or a reasonable facsimile thereof) thereon duly executed and accompanied by payment of the Underlying Share Purchase Price for the number of Warrant Underlying Shares for which such Warrants are then being purchased upon exercised, the Company shall, subject to Section 5(b) hereof, cause to be issued and delivered promptly, but in all events within three (3) days of receipt by the Company of the Underlying Share Purchase Price, to the Warrant Holder certificates for such exerciseshares of Common Stock in such denominations as are requested by the Warrant Holder. (b3) Each In case a Warrant Holder shall exercise Warrants with respect to less than all of the Underlying Shares, the Company will execute a new Warrant Certificate, as represented by a warrant certificate substantially in the form attached hereto as Exhibit A, exercisable for the balance of the Underlying Shares that may be purchased upon exercise of this such Warrants and deliver such new Warrant Certificate to the Warrant Holder. Warrant Certificates shall be executed on behalf of the Company by the Company's Chairman of the Board, President or any Vice President and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary. (4) Warrants 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 l(a) above. At such timeExercise Date, and the person or persons in whose name or names entitled to receive the Underlying Shares and any certificates for Warrant Shares Certificate representing the unexercised portion of the Warrants deliverable upon such exercise shall be issuable treated for all purposes as the holder of such Underlying Shares and unexercised Warrants, respectively, upon such exercise as provided in subsection l(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificatesclose of business on the Exercise Date. (c5) As soon as practicable after the exercise The Company covenants and agrees that it will pay when due and payable any and all taxes that may be payable in respect of the purchase right represented issue of the Warrants or the issue of any Underlying Shares. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer by this Warrantthe Warrant Holder of the Warrants or any Underlying Shares to any person or entity at the time of surrender. Until the payment of the tax referred to in the previous sentence and the presentation to the Company by the Warrant Holder of reasonable proof of such payment, the Company at its expense will use its best efforts shall not be required to cause issue such Underlying Shares or new Warrant Certificates representing unexercised Warrants to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled upon such exercise 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) abovetransferee.

Exercise. (a) This Warrant is exercisable at the option of the holder of record hereof, at any time or from time to time, up to the Expiration Date for all or any part of the Warrant Shares (but not for a fraction of a share) which may be exercised by Registered Holder, in whole or in part, by purchased hereunder. The Issuer agrees that the surrender common shares of beneficial interest of the Issuer ("Common Shares") purchased under this Warrant (with shall be and are deemed to be issued to the Notice Warrantholder hereof as the record owner of Exercise Form attached hereto such shares as Exhibit I duly executed by Registered Holder) of the close of business upon surrender to the Issuer at the its principal office of the Company, (or at such other office or agency location as the Company Issuer may designateadvise the Warrantholder in writing) of this Warrant together with a properly completed notice in the form attached as Annex A hereto ("Exercise Notice") and, accompanied by if applicable, upon payment in full, in lawful money cash or by check of the United States, of an amount equal to the then applicable Purchase aggregate Exercise Price multiplied by for the number of shares for which this Warrant is being exercised. The Issuer shall pay any applicable documentary or transfer tax and any other taxes or governmental charges; provided, however, that the Issuer shall not be required to pay any tax or taxes or other charges which may be payable in respect of any transfer involved in the issue of any Warrant Shares then being purchased in a name other than that of the registered holder of a Warrant Share surrendered upon the exercise of this Warrant, and the Issuer shall not be required to issue or deliver such Warrant Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Issuer the amount of such tax or shall have established to the satisfaction of the Issuer that such tax has been paid; provided further, that, the Warrantholder shall pay any income taxes which the Issuer may be required by law to collect in respect of such exercise. Certificates for the shares of Warrant Shares so purchased, together with any other securities or property to which the Warrantholder hereof is entitled upon such exercise. (b) Each exercise of , shall be delivered to the Warrantholder hereof by the Issuer within a reasonable time after the rights represented by this Warrant shall be deemed to have been effected immediately prior to so exercised. In case of a purchase of less than all the close of business on the day on shares which this Warrant shall have been surrendered to the Company as provided in subsection l(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall may be issuable upon such exercise as provided in subsection l(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 purchased under this Warrant, the Company at its expense will use its best efforts Issuer shall cancel this Warrant and execute and deliver a new Warrant of like tenor for the balance of the shares purchasable under this Warrant surrendered upon such purchase to cause to the Warrantholder hereof within a reasonable time. Each stock certificate shall be issued registered in the name ofof the Warrantholder. All certificates representing Warrant Shares shall bear the legend described in Section 0 below and any other legends generally placed on certificates for Common Shares, including a legend provided for in the Declaration of Trust with regard to restrictions on transferability for the purpose of the Issuer's maintenance of its status as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended, and delivered toto prohibit exceeding the ownership limits set forth in the Issuer's Declaration of Trust, Registered Holder, or, subject and the transfer and/or sale of any Warrant Shares so issued shall be limited in the manner and to the terms extent provided by such legends and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder ownership limits and the Declaration of any applicable transfer taxes) may direct: (i) a certificate or certificates for Trust and bylaws of the number of full shares of Warrant Shares to which Registered Holder shall be entitled upon such exercise 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveIssuer.

Exercise. (a) This Warrant may be exercised by Registered the Holder hereof (but only on the conditions hereafter set forth) 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: 4815 ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇tention: Stev▇ ▇▇▇▇▇▇▇▇, ▇▇ 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 Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, in whole (i) by certified or in partbank check, (ii) by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the Note or portion thereof having, an outstanding principal 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 balance equal to the then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (b) Each aggregate Exercise Price. 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 the Company as provided in subsection l(a) 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 l(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 Warrantaforesaid, the Company at its expense will use its best efforts to cause to be issued in the name ofshall as promptly as practicable, and delivered toin any event within fifteen (15) days thereafter, Registered Holder, or, subject execute and deliver to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) this Warrant a certificate or certificates for the total number of full shares whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of Warrant Shares to which Registered the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant 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 and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares upon such exercise plus, in of this Warrant. (b) In lieu of any fractional share to which Registered Holder would otherwise be entitled, cash in an amount determined exercising this Warrant pursuant to Section 3 3(a) above, the Holder shall have the right to require the Company to convert this Warrant (as it may be adjusted pursuant to Section 5 hereof; and ), in whole or in part and at any time or times into Shares (the "Conversion Right"), upon delivery of written notice of intent to convert to the Company at its address in Section 3(a) or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any Exercise Price) that number of Shares which is equal to the quotient obtained by dividing (x) the net value of the number of Shares with respect to which Holder is then exercising the Conversion Right (determined by subtracting the aggregate Exercise Price for the Shares with respect to which Holder is then exercising the Conversion Right from a number equal to the product of (i) the Fair Market Value per Share (as such term is defined in Section 5(b)) as at such time, multiplied by (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the that number of shares currently stated on Shares with respect to which Holder is then exercising the face Conversion Right), by (y) the Fair Market Value per Share. Any references in any Warrants to the "exercise" of this Warrant minus Warrant, and the number use of such shares purchased by Registered Holder upon such the term exercise as provided in subsection l(aherein, shall be deemed to include (without limitation) aboveany exercise of the Conversion Right.

Exercise. (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by the surrender of surrendering this Warrant (Warrant, with the Notice of Exercise Form attached purchase form appended hereto as Exhibit I duly executed by such Registered Holder) , at the principal 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 then applicable Purchase Price multiplied by payable in respect of the number of full shares of Warrant Shares then being Stock purchased upon such exercise. (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 l(a1(a) 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 l(c1(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 the purchase right represented by this WarrantWarrant in full or in part, and in any event within 10 days thereafter, the Company at its 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 as such other individual or entity as Registered Holder (upon payment by Registered 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 such Registered Holder shall be entitled upon such exercise plusexercise, 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, stating calling in the aggregate on the face or faces thereof for the number of shares currently stated of Warrant 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 exercise as provided in subsection l(a1(a) above.

Exercise. (a) This Warrant The Warrants may be exercised by a Registered Holder, in whole or in part, by the surrender of this surrendering a Warrant (Certificate, with the Notice form of Exercise Form attached election to purchase appended hereto as Exhibit I duly completed and executed by --------- such Registered Holder) , at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, full of the Purchase Price payable in respect of the number of shares of Warrant Stock purchased upon such exercise in lawful money of the United States, States of an amount equal America. Any exercise of the Warrants may be made subject to the then applicable Purchase Price multiplied 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 a writing which is made a part of or is appended to the aforementioned form of election to purchase notice by the number of Warrant Shares then being purchased upon such exerciseRegistered Holder. (b) Each exercise of this Warrant the Warrants shall be deemed to have been effected immediately prior to the close of business on the day on which this a Warrant Certificate shall have been surrendered to the Company as provided in subsection l(a3(a) 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 l(c3(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 the purchase right represented by this WarrantWarrants in full or in part, and in any event within 10 days thereafter, the Company at its 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 as such other individual or entity as Registered Holder (upon payment by Registered 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 such Registered Holder shall be entitled upon such 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 5 hereof; and (ii) in case such exercise is in part only, a new warrant certificate or warrants warrant certificates (dated the date hereof) of like tenor, stating calling in the aggregate on the face or faces thereof for the number of shares currently stated of Warrant Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this the Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in subsection l(a3(a) above.

Exercise. (a) This Warrant may be exercised by Registered Holder, in whole as to all or in part, by the any lesser number of full shares of Common Stock covered hereby upon surrender of this Warrant (Warrant, with the Notice of Exercise Subscription Form attached hereto duly executed, together with the full Exercise Price in cash, or by certified or official bank check payable in New York Clearing House Funds or wire transfer payable in immediately available federal funds for each share of Common Stock as Exhibit I duly executed by Registered Holder) to which this Warrant is exercised, at the principal office of the Company, AER Energy Resources, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other office or agency as the Company may designate, accompanied by designate in writing (such surrender and payment in full, in lawful money hereinafter called the "Exercise of this Warrant"). The "Date of Exercise" of the United States, of an amount equal to the then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to defined as the close of business on date that the day on which this original Warrant and Subscription Form are received by the Company. This Warrant shall have been surrendered to the Company be canceled upon its Exercise, and, as provided in subsection l(a) 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 l(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 Warrantthereafter, the Company at its expense will use its best efforts Holder hereof shall be entitled to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) receive a certificate or certificates for the number of full shares of Warrant Shares to which Registered Holder shall be entitled Common Stock purchased upon such exercise 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, Exercise and a new warrant Warrant or warrants Warrants (dated the date hereofcontaining terms identical to this Warrant) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face representing any unexercised portion of this Warrant minus Warrant. Each person in whose name any certificate for shares of Common Stock is issued shall, for all purposes, be deemed to have become the number Holder of record of such shares purchased by Registered on the Date of Exercise of this Warrant, irrespective of the date of delivery of such certificate. Nothing in this Warrant shall be construed as conferring upon the Holder upon such exercise hereof any rights as provided in subsection l(a) abovea shareholder of the Company. 2.

Exercise. (A) Any holder of the Convertible Preferred Shares which wishes to convert its Convertible Preferred Shares pursuant to paragraph 3.1 above shall deliver to the Company at its principal place of business in Hong Kong a written notice (the “Conversion Notice”) that it elects to convert such number of Convertible Preferred Shares as specified in the Conversion Notice (which shall be for a minimum amount of 70,000,000 Convertible Preferred Shares or, if less than 70,000,000 Convertible Preferred Shares are then held by the Investor, all of such Convertible Preferred Shares) together with the certificate(s) evidencing the Convertible Preferred Shares to be converted. (B) The Company shall, not later than 10 Business Days after the date of receipt of the Conversion Notice (or, as the case may be, the Mandatory Conversion Date); (i) either: (a) This Warrant may be exercised by Registered Holder, in whole or in part, by issue and deliver to the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office relevant holder of the Company, Convertible Preferred Shares 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 then applicable Purchase Price multiplied by its nominee(s) certificate(s) for the number of Warrant Common Shares then being purchased upon such exercise.into which the Convertible Preferred Shares are converted in the name as shown on the certificate(s) evidencing the Convertible Preferred Shares so surrendered to the Company; or (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to at the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection l(a) 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 l(c) below shall be deemed to have become the holder or holders of record request of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise relevant holder of the purchase right represented by this WarrantConvertible Preferred Shares, the Company at its expense will use its best efforts to cause to be issued credited into its or its nominee’s brokers’ account, details of which will be set out in the name ofConversion Notice, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Warrant Common Shares to into which Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereofthe Convertible Preferred Shares are converted; and (ii) enter such holder of Convertible Preferred Shares (or its nominee(s)) in case such exercise is its register of shareholders in part only, a new warrant or warrants (dated respect of the date hereof) of like tenor, stating on the face or faces thereof the relevant number of shares currently stated on Common Shares arising from such conversion, and the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise Convertible Preferred Shares which have been converted into Common Shares shall be treated as provided in subsection l(a) abovecancelled.

Exercise. (a) This Warrant may A WARRANT shall be exercised by Registered Holder, in whole or in part, exercisable only by the surrender of this Warrant registered holder (HOLDER or its assignee) surrendering it, together with the Notice of Exercise Form attached hereto as Exhibit I subscription form set forth in the WARRANT duly executed by Registered Holder) at the principal office of the Company, or at such other office or agency as the Company may designateexecuted, accompanied by payment payment, in full, in lawful money of the United States, of an amount equal the Warrant Exercise Price for each full Share as to which the WARRANT is exercised, to the then applicable Purchase Price multiplied Warrant Agent. The Company shall act as its own Warrant Agent, and can be reached by phone at (403) 264-6300 or by ▇▇▇▇ ▇▇ ▇▇▇▇ - 4th Street SE, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ give notice to the number registered HOLDER of WARRANTS of any change in the address of, or in the designation of, its Warrant Shares then being purchased upon such exerciseAgent. (b) Each exercise A WARRANT may be exercised wholly or in part. If a WARRANT is only exercised in part, a new WARRANT for the number of this Warrant Shares as to which the WARRANT shall not have been exercised shall be deemed to have been effected immediately prior issued to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection l(a) 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 l(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificatesregistered HOLDER. (c) As soon as practicable after the exercise of the purchase right represented by this Warrantany WARRANT, the Company at its expense will use its best efforts COMPANY shall issue to cause to be issued in or upon the name of, and delivered to, Registered Holder, or, subject to order of the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) registered HOLDER a certificate or certificates for the number of full Shares which he is entitled, registered in such name or names as may be directed by him. Neither the WARRANT nor the Shares issuable upon exercise of a WARRANT have been registered under the Securities Act of 1933, as amended. HOLDER hereof and thereof shall be subject to such restrictions imposed by the Securities Act of 1933, as amended, upon the sale or other disposition thereof. (d) All Shares issued upon exercise of a WARRANT shall be validly issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of the issue thereof and all costs of issuance. However, the registered HOLDER shall pay all taxes imposed in connection with any transfer, even if involved in an issue of a certificate, and the COMPANY shall not be required to issue or deliver any stock certificate in such case until the tax shall have been paid. (e) Each person in whose name any such certificate for Shares is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which the WARRANT was surrendered and payment of the Warrant Exercise Price and applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the COMPANY are closed, the person or persons entitled to receive Shares to upon such exercise shall be considered the record holder or holders of such shares at the close of business on the next succeeding date on which Registered Holder the stock transfer books are open and shall be entitled upon such exercise plus, in lieu to receive only dividends or distributions which are payable to holders 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboverecord after that date.

Exercise. (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by the surrender of surrendering this Warrant (Warrant, with the Notice of Exercise Form attached purchase form appended hereto as Exhibit EXHIBIT I duly executed by such Registered Holder) Holder or by such Registered ▇▇▇▇▇▇'s duly authorized attorney, at the principal 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 then applicable Purchase Price multiplied by payable in respect of the number of Warrant Shares then being purchased upon such exercise. (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 l(a1(a) 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 l(c1(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 the purchase right represented by this WarrantWarrant in full or in part, and in any event within 10 days thereafter, 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 or as such other individual or entity as Registered Holder (upon payment by Registered 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 such Registered Holder shall be entitled upon such 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, stating 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 currently stated called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in subsection l(a) aboveexercise.

Exercise. (1) Subject to the limitation set forth in subsection 4.1(2), holders of Warrants may at any time prior to the Expiry Time exercise the right thereby conferred to be issued Common Shares by surrendering to the Warrant Agent at its principal offices in Vancouver, British Columbia, or to any other person or at any other place designated by Crystallex with the approval of the Warrant Agent, during normal business hours on a business day at such place: (a) This Warrant may be exercised by Registered Holder, a certified cheque or bank draft payable to Crystallex in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office amount 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 then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise.Exercise Price; (b) Each such documentation as may be required to satisfy the restrictive legend on the Warrant Certificates; (c) the Warrant Certificate evidencing such Warrants; and (d) a duly completed and executed notice of exercise substantially in the form set out in Appendix 1 to such Warrant Certificate, provided notice is also sent to Crystallex by delivering to it a copy of this such documents. Notwithstanding the foregoing, a Warrantholder may exercise the Warrants by delivering to the Warrant shall Agent a facsimile transmission of copies of the documents referred to in (b) and (c) above and a wire transfer to Crystallex in the amount of the Exercise Price, provided that the originals of each of the documents referred to in (b) and (c) above are received by the Warrant Agent or other person as may be designated herein within three business days of the date of such facsimile transmission and the Exercise Price is received by Crystallex via wire transfer as aforesaid. (2) Any certified cheque or bank draft, Warrant Certificate or notice of exercise referred to in subsection 4.1(1) will be deemed to have been effected immediately prior surrendered only on personal delivery thereof to, or, if sent by mail or other means of transmission, on actual receipt thereof by, the Warrant Agent or one of the other persons at the office or one of the other places specified in subsection 4.1(1), provided however that if exercise is made by facsimile transmission as set out in subsection 4.1(1), the documentation referred to therein will be deemed to be surrendered as at the date of the facsimile transmission in the event the original documentation referred to therein is received by the Warrant Agent or other person as designated therein within three business days of the date of the facsimile transmission. The Warrant Agent shall not be required to deliver certificates representing Common Shares against such facsimile transmission until original documentation referred to therein is received. (3) Any notice of exercise referred to in subsection 4.1(1) must be signed by the Warrantholder, or such Warrantholder's executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the close of business on the day on which this Warrant shall have been surrendered Agent, acting reasonably, and, if any Common Shares thereby issuable are to the Company as provided in subsection l(a) above. At such time, the be issued to a person or persons in whose other than the Warrantholder, must specify the name or names any certificates for Warrant and the address or addresses of each such person or persons and the number of Common Shares shall to be issuable upon issued to each such exercise as provided in subsection l(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificatesperson if more than one is so specified. (c4) As soon as practicable after The holder of any Warrant Certificate who wishes to exercise the Warrants evidenced by such Warrant Certificate may exercise less than all of the purchase right represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued such Warrants and in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder case of any applicable transfer taxes) may direct: (i) such partial exercise shall be entitled to receive a certificate or certificates for Warrant Certificate, in form, signed and certified in accordance with the provisions of Article 2, evidencing the number of full shares of Warrants held by the Warrantholder which remain unexercised. Such Warrant Certificate will be delivered by the Warrant Agent to the holder concurrently with the certificates representing the Common Shares to which Registered Holder shall be entitled upon such issued on partial exercise 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveholder's Warrants.

Exercise. (a) This Prior to the Expiration Date, this Warrant may be exercised by Registered the Holder, in whole as to all or in partless than all of the shares of Common Stock covered hereby, by the surrender of this Warrant at the Company's principal office (for all purposes of this Warrant, 1▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ or such other address as the Company may advise the registered Holder hereof by notice given by certified or registered mail) with the Notice form of Exercise Form election to subscribe attached hereto as Exhibit I A duly executed by Registered Holder) at and upon tender of payment to the principal office Company of the Company, Exercise Price for shares so purchased in cash or at by wired funds. Upon the date of such other office or agency as receipt by the Company may designate(herein called the "Exercise Date"), accompanied by payment in full, in lawful money of the United States, of an amount equal to the then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior exercised and the person exercising the same shall become a holder of record of shares of Common Stock (or of the other securities or property to which he or it is entitled upon such exercise) purchased hereunder for all purposes, and a certificate or certificates for such shares so purchased shall be delivered to the close of business on the day on which Holder or its transferee within a reasonable time (not exceeding 10 days) after this Warrant shall have been surrendered to exercised as set forth hereinabove. In the Company as provided event that this Warrant is exercised in subsection l(a) 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 l(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 Warrantpart, the Company at its expense will use its best efforts to cause to be issued in the name of, execute and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder deliver a new Warrant of any applicable transfer taxes) may direct: (i) a certificate or certificates like tenor exercisable for the number of full shares of Warrant Shares to remaining for which Registered Holder shall be entitled upon such exercise 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus may then be exercised. If this Warrant is not exercised on or prior to the number Expiration Date, this Warrant shall become void and all rights of such shares purchased by Registered the Holder upon such exercise as provided in subsection l(a) abovehereunder shall cease.

Exercise. (a1) This Warrant may be exercised by the Registered Holder, in whole or in part, by the surrender of surrendering this Warrant (Warrant, with the Notice of Exercise Form attached purchase form appended hereto as Exhibit EXHIBIT I duly executed by such Registered Holder) Holder or by such Registered ▇▇▇▇▇▇'s duly authorized attorney, at the principal 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 then applicable Purchase Price multiplied by payable in respect of the number of Warrant Shares then being purchased upon such exercise. The Purchase Price shall be 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 written 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 l(a1(a) 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 l(c1(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 the purchase right represented by this WarrantWarrant in full or in part, and in any event within 10 days thereafter, 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 or as such other individual or entity as Registered Holder (upon compliance with Section 9 and payment by Registered 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 such Registered Holder shall be entitled upon such 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 or warrants (dated the date hereof) of like tenor, stating 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 currently stated called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in subsection l(a) aboveexercise.

Exercise. (a) This Warrant may be exercised by Registered the Holder hereof (but only on the conditions hereafter set forth) 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: 4815 ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇tention: Stev▇ ▇▇▇▇▇▇▇▇, ▇▇ 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 Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, in whole (i) by certified or in partbank check, (ii) by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the Note or portion thereof having, an outstanding principal 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 balance equal to the then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (b) Each aggregate Exercise Price. 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 the Company as provided in subsection l(a) 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 l(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 Warrantaforesaid, the Company at its expense will use its best efforts to cause to be issued in the name ofshall as promptly as practicable, and delivered toin any event within fifteen (15) days thereafter, Registered Holder, or, subject execute and deliver to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) this Warrant a certificate or certificates for the total number of full shares whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of Warrant Shares to which Registered the Shares, the Holder shall be entitled to receive a new Warrant covering, the number of Shares in respect of which this Warrant 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 and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares upon such exercise plus, in of this Warrant. (b) In lieu of any fractional share to which Registered Holder would otherwise be entitled, cash in an amount determined exercising this Warrant pursuant to Section 3 3(a) above, the Holder shall have the right to require the Company to convert this Warrant (as it may be adjusted pursuant to Section 5 hereof; and ), in whole or in part and at any time or times into Shares (the "Conversion Right"), upon delivery of written notice of intent to convert to the Company at its address in Section 3(a) or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any Exercise Price) that number of Shares which is equal to the quotient obtained by dividing (x) the net value of the number of Shares with respect to which Holder is then exercising the Conversion Right (determined by subtracting the aggregate Exercise Price for the Shares with respect to which Holder is then exercising the Conversion Right from a number equal to the product of (i) the Fair Market Value per Share (as such term is defined in Section 5(b)) as at such time, multiplied by (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the that number of shares currently stated on Shares with respect to which Holder is then exercising the face Conversion Right), by (y) the Fair Market Value per Share. Any references in any Warrants to the "exercise" of this Warrant minus Warrant, and the number use of such shares purchased by Registered Holder upon such the term exercise as provided in subsection l(aherein, shall be deemed to include (without limitation) aboveany exercise of the Conversion Right.

Exercise. (A) Any holder of the Convertible Preferred Shares which wishes to convert its Convertible Preferred Shares pursuant to paragraph 3.1 above shall deliver to the Company at its principal place of business in Hong Kong a written notice (the “Conversion Notice”) that it elects to convert such number of Convertible Preferred Shares as specified in the Conversion Notice (which shall be for a minimum amount of 70,000,000 Convertible Preferred Shares or, if less than 70,000,000 Convertible Preferred Shares are then held by the Investor, all of such Convertible Preferred Shares) together with the certificate(s) evidencing the Convertible Preferred Shares to be converted. (B) The Company shall, not later than 10 Business Days after the date of receipt of the Conversion Notice (or, as the case may be, the Mandatory Conversion Date): (i) either: (a) This Warrant may be exercised by Registered Holder, in whole or in part, by issue and deliver to the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office relevant holder of the Company, Convertible Preferred Shares 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 then applicable Purchase Price multiplied by its nominee(s) certificate(s) for the number of Warrant Common Shares then being purchased upon such exercise.into which the Convertible Preferred Shares are converted in the name as shown on the certificate(s) evidencing the Convertible Preferred Shares so surrendered to the Company; or (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to at the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection l(a) 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 l(c) below shall be deemed to have become the holder or holders of record request of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise relevant holder of the purchase right represented by this WarrantConvertible Preferred Shares, the Company at its expense will use its best efforts to cause to be issued credited into its or its nominee’s brokers’ account, details of which will be set out in the name ofConversion Notice, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Warrant Common Shares to into which Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereofthe Convertible Preferred Shares are converted; and (ii) enter such holder of Convertible Preferred Shares (or its nominee(s)) in case such exercise is its register of shareholders in part only, a new warrant or warrants (dated respect of the date hereof) of like tenor, stating on the face or faces thereof the relevant number of shares currently stated on Common Shares arising from such conversion, and the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise Convertible Preferred Shares which have been converted into Common Shares shall be treated as provided in subsection l(a) abovecancelled.

Exercise. (a) This Warrant Commencing on the First Borrowing Date, prior to December 31, 2000, the Warrants may be exercised by Registered Holder, in whole or in part, from time to time by the surrender holder thereof (but only on the conditions hereinafter set forth) as to fifty percent (50%) of this Warrant the Warrants and after December 31, 2000, as to all of the Warrants, or any increment or increments of one (1) Share thereof, upon delivery of written notice of intent to exercise to the Issuer at the address set forth in Section 16 hereof, together with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered HolderWarrant Certificate(s) at and a check payable to the principal office Issuer for the aggregate purchase price of the CompanyShares so purchased. Subject to any regulatory approvals or notifications required for the Issuer to issue any Shares, 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 then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (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 l(a) 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 l(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 WarrantWarrants, the Company at its expense will use its best efforts to cause to be issued in the name ofIssuer shall as promptly as practicable, and delivered toin any event within ten (10) days thereafter, Registered Holder, or, subject execute and deliver to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder holder of any applicable transfer taxes) may direct: (i) the Warrants a certificate or certificates for the total number of full shares Shares for which the Warrants are being exercised in the name of Warrant Shares the Administrative Agent or a permitted transferee under Section 4(a) hereof. If the Warrants are exercised with respect to which Registered Holder fewer than all of the Shares, the holder shall be entitled upon such exercise plusto receive one or more new Warrant Certificate(s), in lieu of any fractional share to which Registered Holder would otherwise be entitledthe same form as the original, 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, stating on the face or faces thereof covering the number of shares currently stated on Shares in respect of which the face Warrants have not been exercised ("Replacement Warrant Certificate(s)"). The Issuer covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of this the issuance of the Warrants, Warrant minus Certificate(s) or any Replacement Warrant Certificate(s), or in respect of the number issuance of such shares purchased by Registered Holder any Shares upon such exercise as provided in subsection l(a) aboveof the Warrants.

Exercise. (a) This Warrant Except as set forth in Section 2(b) below or Section 3(c) below, the Option is exercisable in installments as provided below, which shall be cumulative. The following table indicates each date (the "Vesting Date") upon which the Participant shall be entitled to exercise the Option with respect to the number of shares granted as indicated beside that date, provided that the Participant has not incurred a Termination of Employment prior to such date: ---------------------------------------------------- Vesting Date Number of NQSOs ---------------------------------------------------- January 18, 2005 33,334 ---------------------------------------------------- January 18, 2006 33,333 ---------------------------------------------------- January 18, 2007 33,333 ---------------------------------------------------- There shall be no proportionate or partial vesting in the periods between the Vesting Dates and, except as provided in Section 2(b) below or in Section 3(c) below, all vesting shall occur only on the aforementioned Vesting Dates. To the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock granted as provided herein, the Option may thereafter be exercised by Registered Holderthe Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein in accordance with Section 6.3(d) of the Plan, including, without limitation, the filing of such written form of exercise notice, if any, as may be promulgated by the surrender of this Warrant Committee, the payment (with or arrangement for payment satisfactory to the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered HolderCommittee) at the principal office in full 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 then applicable Purchase Option Price multiplied by the number of Warrant Shares then being purchased upon such exerciseshares of Common Stock so exercised, and in accordance with applicable tax and other laws. (b) Each exercise Upon the occurrence of this Warrant a Change of Control, if an Alternative Option (as defined in the Plan) is not provided as described in Section 8.1(b) of the Plan, the Option shall immediately become exercisable with respect to all shares of Common Stock subject thereto. If an Alternative Option is provided to the Participant in accordance with Section 8.1(b) of the Plan, the term "Option" shall also include any Alternative Option. Notwithstanding the provisions of Article VIII of the Plan (concerning Change of Control Provisions), upon the Participant's Termination of Employment without Cause or for Good Reason (as such terms are defined in the Change of Control Agreement between the Participant and the Company, dated as of January 19, 2004 (the "Change of Control Agreement")) at any time during the two-year period following a Change of Control or in the case of Participant's Anticipatory Termination (as defined in Participant's Change of Control Agreement) within one hundred and twenty (120) days prior to a Change of Control, the Option shall immediately become exercisable with respect to all shares of Common Stock subject thereto. The definition of Change of Control in the Plan shall not apply to the Option and instead the definition of Change of Control set forth in Participant's Change of Control Agreement shall be deemed to have been effected immediately prior substituted for such definition and shall apply to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection l(a) above. At such time, the person or persons in whose name or names any certificates Option for Warrant Shares shall be issuable upon such exercise as provided in subsection l(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificatesall purposes. (c) As soon as practicable after Notwithstanding any other provision to the exercise contrary, to the extent this Option is not vested upon the Participant's Termination of Employment, the unvested portion of the purchase right represented by this WarrantOption shall, upon such Termination of Employment, be non-exercisable and shall be canceled. Notwithstanding the Company at its expense will use its best efforts to cause to be issued foregoing, in the name ofevent of an Anticipatory Termination, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which Registered Holder unvested Option that would otherwise be entitledforfeited (after application of any other accelerated vesting provision) shall not be forfeited pending a determination of whether or not a Change of Control occurs within one hundred twenty (120) days thereafter, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case but during such exercise is in part only, a new warrant determination period no unvested Option shall vest or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) abovebe exercisable and no other unvested Option shall vest.

Exercise. (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by the surrender of surrendering this Warrant (Warrant, with the Notice of Exercise Form attached purchase form appended hereto as Exhibit I duly executed by such Registered Holder) , at the principal 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 an amount equal to the then applicable Purchase Price multiplied by payable in respect of the number of shares of Warrant Shares then being Stock purchased upon such exercise. (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 l(a1(a) 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 l(c1(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 the purchase right represented by this WarrantWarrant in full or in part, and in any event within ten (10) days thereafter, the Company at its 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 the Registered Holder (upon payment by 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 such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share shares 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, stating calling in the aggregate on the face or faces thereof for the number of shares currently stated of Warrant 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 exercise as provided in subsection l(a1(a) above.

Exercise. a. Prior to exercising a Warrant, the holder of this Warrant Certificate is required to give a written certification that such holder is not a U.S. Person (aas that term is defined in Rule 902(o) This of Regulation S, a copy of which is attached hereto as Exhibit "A") and the Warrant may be is not being exercised by Registered Holderon behalf of a U.S. Person, or a written opinion of counsel, in whole form and substance satisfactory to the Company, to the effect that the Warrant and the Common Stock delivered upon exercise thereof have been registered under the Act or in part, by are exempt from registration thereunder. b. Upon the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office Certificate, provision of the Companywritten certification or written opinion described in paragraph 3.a., and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or at upon the written order of the registered holder of this Warrant and in such other office name or agency names as the Company registered holder may designate, accompanied by payment in full, in lawful money of the United States, of an amount equal to the then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (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 l(a) 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 l(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, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of any Warrant. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Common Stock on and as of the date of the delivery to the Company of this Certificate and payment of the Exercise Price as aforesaid. If, however, at the date of surrender of this Certificate, provision of the written certification or written opinion described in paragraph 3.a., and payment of such Exercise Price, the transfer books for the Common Stock purchasable upon the exercise of any Warrant Shares shall be closed, the certificates for the Common Stock in respect to which Registered Holder any such Warrant are then exercised shall be entitled issued and the owner of such Common Stock shall become a record owner of such Common Stock on and as of the next date on which such books shall be opened, and until such date the Company shall be under no duty to deliver any certificate for such Common Stock. c. The holder hereof acknowledges that the Company will implement procedures to ensure that the Warrant may not be exercised within the United States and that the Common Stock delivered upon exercise thereof may not be delivered within the United States, other than in connection with Offshore Transactions as defined in Regulation S, unless registered under the Act or an exemption from such registration is available. d. It is the intent of holder hereof that upon the exercise of this Warrant, the issuance of the Shares would be pursuant to Regulation S. If on the date of exercise the issuance of the Shares by the Company to the holder would have qualified under Regulation S as in effect on the date hereof but does not qualify on such exercise plusdate because of an amendment to Regulation S promulgated after the date hereof, the Company shall use its best efforts to register the Shares under the Act for resale by the holder, unless with the good faith cooperation of holder the Shares may be issued to the holder in lieu of any fractional share to which Registered Holder would otherwise be entitleda transaction exempt from registration (e.g., cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only4(2), a new warrant or warrants (dated Section 4(6), Regulation D). Such registration shall be at the date hereof) cost and expense of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveCompany.

Exercise. (a) This Warrant may be exercised prior to its expiration -------- pursuant to Section 2.3 hereof by Registered Holderthe holder hereof at any time and from time to time by surrender of this Warrant, with the form of Notice of Exercise or Conversion at the end hereof duly executed by such holder, to the Company at its principal office, accompanied by payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in the amount obtained by multiplying the number of shares of Warrant Stock for which this Warrant is then being exercised by the Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (upon payment by such holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal to the balance of the number shares then purchasable under this Warrant. Upon any exercise of this Warrant, in whole or in part, by the surrender holder hereof may, in lieu of paying in cash the aggregate Exercise Price which otherwise would be payable with respect to the shares of Warrant Stock for which this Warrant is then being exercised (collectively, the "Exercise Shares"), (a) in the event the holder of this Warrant (with is also the Notice holder of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office a promissory note or other debt instrument or obligation of the Company, convert a like amount of outstanding principal and/or accrued interest under such note, instrument or at obligation into 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 then applicable Purchase Price multiplied by the number of shares of Warrant Shares then being purchased upon such exercise. Stock, or (b) Each exercise of surrender 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 together with a notice of conversion or cashless exercise, in subsection l(a) 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 l(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, which event the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject shall issue to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled upon such exercise 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus Stock determined as follows: X = Y (A-B)/A where: X = the number of shares of Warrant Stock to be issued to the Holder. Y = the number of shares of Warrant Stock with respect to which this Warrant is being exercised. A = the Fair Market Value (as defined below) of one share of Warrant Stock. B = the Exercise Price. For purposes of this Section 2.1 and Section 20.5 below, the "Fair Market Value" of one share of Warrant Stock (the "Fair Market Value") at any date shall be determined as follows: (1) If shares of the same class or series as the Warrant Stock are at such time listed or admitted for trading on any national securities exchange or quoted on the National Quotation Market System of the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ"), then the Fair Market Value shall be equal to the closing market price for one such share on the trading day immediately preceding (i) the date of holder's Notice of Exercise or Conversion, or (ii) for purposes of Section 20.5 below, the date of the Company's Call Notice (as hereinafter defined) or, if the Company exercises its call right set forth in Section 20.5 following delivery by the holder of a Sale Notice (as defined below), the date of such Sale Notice. As used in this subparagraph (a), "market price" for such trading day shall be the average of the closing prices on such day of such shares purchased on all domestic primary national securities exchanges on which such shares are then listed, or, if there shall have been no sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or if such shares shall not be so listed, the average of the representative bid and asked prices at the end of such trading day as reported by Registered Holder upon NASDAQ. (2) If shares of the same class or series as the Warrant Stock are not at such exercise as provided time listed or admitted for trading on any national securities exchange or quoted on NASDAQ, then the Fair Market Value of one share of Warrant Stock shall be determined by the Board of Directors of the Company in subsection l(aits reasonable good faith judgment; provided, that if -------- the holder advises the Company in writing that holder disagrees with such determination, then holder and the Company shall promptly select a reputable investment banking or appraisal firm to undertake a valuation of such shares. If the valuation of such investment banking or appraisal firm is greater than that determined by the Board of Directors by five percent (5%) aboveor more, then all fees and expenses of such investment banking or appraisal firm shall be paid by the Company. In all other circumstances, such fees and expenses shall be paid by holder. The determination of such investment banking or appraisal firm shall be conclusive for purposes hereof.

Exercise. (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by the surrender of surrendering this Warrant (Warrant, with the Notice of Exercise Form attached 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 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 then applicable Purchase Price multiplied by payable in respect of the number of Warrant Shares then being Units purchased upon such exercise. (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 l(a1(a) aboveabove 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 l(c1(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 the purchase right represented by this WarrantWarrant in full or in part, and in any event within 5 business days thereafter, 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 or as such other individual or entity as Registered Holder (upon payment by Registered such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Warrant Shares and Underlying Warrants 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; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating calling in the aggregate on the face or faces thereof for the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveremaining 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 Registered Holderan employee of RNET, in whole or in part, by then the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal 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 then applicable Purchase Price multiplied by Option shall be exercisable for only the number of Warrant Shares then being purchased upon such exerciseshares of Common Stock as to which it was exercisable on the date on which Option Holder ceases to be an 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 l(a) aboveOption. 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 l(c) 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 the an incentive stock option or an option granted under an employee stock purchase right represented by this Warrant, the Company at its expense will use its best efforts plan may be used to cause to be issued in the name of, and delivered to, Registered Holder, or, subject purchase shares pursuant to the terms and conditions hereof, Option until the holding period applicable to such other individual or entity as Registered Holder (upon payment by Registered Holder shares has expired. Furthermore, in no case may shares of any applicable transfer taxes) may direct: (i) Common Stock be used to purchase shares pursuant to the Option until the shares have been held for at least six months. Upon issuance, a certificate or certificates for representing the number of full shares of Warrant Shares to which Registered Holder so purchased shall be entitled upon such exercise plus, in lieu of any fractional share delivered 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveOption Holder.

Exercise. (a) This The rights represented by this Warrant may be exercised by Registered Holder, in whole or in partpart at any time during the Exercise Period, by delivery of the following to the Company at its address set forth on the signature page hereto (or at such other address as it may designate by notice in writing to the Holder): (A) An executed Notice of Exercise in the form attached hereto; (B) Payment of the Exercise Price either (i) in cash or by check or (ii) pursuant to Section 2.2 below; and (C) This Warrant. Execution and delivery of the Notice of Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares, if any. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three business days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office and payment of the Company, or at such other office or agency aggregate Exercise Price as set forth above. This Warrant shall be deemed to have been exercised on the Company may designate, accompanied by payment in full, in lawful money of date the United States, of an amount equal to the then applicable Purchase Exercise Price multiplied is received by the number of Warrant Company. The person in whose name any certificate or certificates for Exercise Shares then being purchased are to be issued upon such exercise. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to become the close holder of business record of such shares on the day date on which this Warrant shall have been was surrendered to and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company as provided in subsection l(a) above. At are closed, 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 l(c) below shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Subject to the final sentence of this paragraph and to the extent permitted by law, the Company’s obligations to issue and deliver Exercise Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or holders inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of record any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Warrant Shares represented by such certificates. (c) As soon as practicable after Company to the exercise Holder in connection with the issuance of the purchase right represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, orExercise Shares. The Holder shall, subject to the following proviso, have the right to pursue any remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Exercise Shares upon exercise of this Warrant as required pursuant to the terms and conditions hereof; provided, however, that notwithstanding anything to the contrary in this Warrant or in the Purchase Agreements, if the Company is for any reason unable to deliver Exercise Shares upon exercise of this Warrant as required pursuant to the terms hereof, the Company shall have no obligation to such pay to the Holder any cash or other individual consideration or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates otherwise “net cash settle” this Warrant. Except for the number of full shares of Warrant Shares to which Registered Holder shall be entitled upon such exercise plus, cash 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveSection 5, this Warrant may not be settled by the Company for cash to the Holder in lieu of Common Stock.

Exercise. (a) This Warrant may be exercised by Registered Holderexercised, in whole or in partprior to its -------- expiration pursuant to Section 2.3, by the Holder hereof at any time or from time to time during the Exercise Period (as defined in Section 9), by surrender of this Warrant (Warrant, with the Notice form of Exercise Form attached hereto as Exhibit I subscription at the end hereof duly executed by Registered Holder) at the principal office of the Companysuch holder, 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 then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (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 l(a) 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 l(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, the Company at its expense principal office, accompanied by payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price. In the event the Warrant is not exercised in full, the Company, at its expense, will use its best efforts to cause to be issued forthwith issue and deliver to, or upon the order of, the Holder hereof a new Warrant or Warrants of like tenor, in the name of, and delivered to, Registered Holder, or, subject to of the terms and conditions hereof, to holder hereof or as such other individual or entity as Registered Holder (upon payment by Registered such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for request, having in the number of full shares of Warrant Shares to which Registered Holder shall be entitled upon such exercise plus, aggregate 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, stating on the face or faces 1.1 thereof the number of shares currently stated on of Common Stock equal (subject to any adjustment provided for herein) to the face number of such shares called for in Section 1.1 of this Warrant minus the number of such shares purchased by Registered (subject to any adjustment provided for herein) for which this Warrant shall have been exercised. Upon exercise of this Warrant in accordance with this Section 2.1, the Holder upon such exercise 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 subsection l(aSection 3 hereof. Immediately upon exercise, the Holder shall have the right to vote on all matters on 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 Nevada. Upon any exercise of this Warrant, in whole or in part, the Holder shall 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") aboveby payment of cash in the form referred to in the first sentence of this Section 2.1.

Exercise. (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by the surrender of surrendering this Warrant (Warrant, with the Notice of Exercise Form attached purchase form appended hereto as Exhibit I duly executed by such Registered Holder) , at the principal 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 then applicable Purchase Exercise Price multiplied by payable in respect of the number of shares of Warrant Shares then being Stock purchased upon such exercise. (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 l(a1(a) 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 l(c1(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 the purchase right represented by this WarrantWarrant in full or in part, and in any event within 10 days thereafter, the Company at its 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 as such other individual or entity as Registered Holder (upon payment by Registered 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 such Registered Holder shall be entitled upon such 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, stating calling in the aggregate on the face or faces thereof for the number of shares currently stated of Warrant Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the -the face of this Warrant Warrant, minus the number of such shares purchased by the Registered Holder upon such exercise as provided in subsection l(a1(a) above.

Exercise. (a) This Warrant may be exercised prior to its expiration -------- pursuant to Section 2.3 hereof by Registered Holderthe holder hereof at any time and from time to time by surrender of this Warrant, with the form of Notice of Exercise or Conversion at the end hereof duly executed by such holder, to the Company at its principal office, accompanied by payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in the amount obtained by multiplying the number of shares of Warrant Stock for which this Warrant is then being exercised by the Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (upon payment by such holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal to the balance of the number shares then purchasable under this Warrant. Upon any exercise of this Warrant, in whole or in part, by the surrender holder hereof may, in lieu of paying in cash the aggregate Exercise Price which otherwise would be payable with respect to the shares of Warrant Stock for which this Warrant is then being exercised (collectively, the "Exercise Shares"), (a) in the event the holder of this Warrant (with is also the Notice holder of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office a promissory note or other debt instrument or obligation of the Company, convert a like amount of outstanding principal and/or accrued interest under such note, instrument or at obligation into 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 then applicable Purchase Price multiplied by the number of shares of Warrant Shares then being purchased upon such exercise. Stock, or (b) Each exercise of surrender 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 together with a notice of conversion or cashless exercise, in subsection l(a) 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 l(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, which event the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject shall issue to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled upon such exercise 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus Stock determined as follows: X = Y (A-B)/A where: X = the number of shares of Warrant Stock to be issued to the Holder. Y = the number of shares of Warrant Stock with respect to which this Warrant is being exercised. A = the Fair Market Value (as defined below) of one share of Warrant Stock. B = the Exercise Price. For purposes of this Section 2.1 and Section 20.5 below, the "Fair Market Value" of one share of Warrant Stock (the "Fair Market Value") at any date shall be determined as follows: (1) If shares of the same class or series as the Warrant Stock are at such time listed or admitted for trading on any national securities exchange or quoted on the National Quotation Market System of the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ"), then the Fair Market Value shall be equal to the closing market price for one such share on the trading day immediately preceding (i) the date of holder's Notice of Exercise or Conversion, or (ii) for purposes of Section 20.5 below, the date of the Company's Call Notice (as hereinafter defined) or, if the Company exercises its call right set forth in Section 20.5 following delivery by the holder of a Sale Notice (as defined below), the date of such Sale Notice. As used in this subparagraph (a), "market price" for such trading day shall be the average of the closing prices on such day of such shares purchased on all domestic primary national securities exchanges on which such shares are then listed, or, if there shall have been no sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or if such shares shall not be so listed, the average of the representative bid and asked prices at the end of such trading day as reported by Registered Holder upon NASDAQ. (2) If shares of the same class or series as the Warrant Stock are not at such exercise as provided time listed or admitted for trading on any national securities exchange or quoted on NASDAQ, then the Fair Market Value of one share of Warrant Stock shall be determined by the Board of Directors of the Company in subsection l(aits reasonable good faith judgment; provided, that if the holder advises -------- the Company in writing that holder disagrees with such determination, then holder and the Company shall promptly select a reputable investment banking or appraisal firm to undertake a valuation of such shares. If the valuation of such investment banking or appraisal firm is greater than that determined by the Board of Directors by five percent (5%) aboveor more, then all fees and expenses of such investment banking or appraisal firm shall be paid by the Company. In all other circumstances, such fees and expenses shall be paid by holder. The determination of such investment banking or appraisal firm shall be conclusive for purposes hereof.

Exercise. (a) This Subject to the requirements of Section 4, this Warrant may be exercised by the Registered Holder, in whole or in part, by the surrender of surrendering this Warrant (Warrant, with the Notice of Exercise Form attached purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such 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, 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 May 1, 2001, of an amount equal to the then applicable Purchase Price multiplied by payable in respect of the number of shares of Warrant Shares then being purchased upon such exercise. (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 l(a1(a) 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 l(c1(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 WarrantWarrant in full or in part, and in any event within 10 days thereafter, 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 or such other individual or entity as Registered Holder (upon payment by Registered such Holder of any applicable transfer taxes) as the Holder may direct: (i) a certificate or certificates for the number of full shares of Warrant Shares to which such Registered Holder shall be entitled upon such 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 2 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating 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 currently stated called for on the face of or this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in subsection l(a1(a) above.

Exercise. (a) This To exercise this Warrant or any part of this Warrant, the Holder must deliver to the Company (collectively, the "Exercise Documentation"): (i) a completed exercise agreement a form of which is attached; (ii) this Warrant; and (iii) a check payable to the Company in an amount equal to the product of the exercise price and the number of shares the Holder desires to purchase. The Company will, without charge, issue certificates for shares of Common Stock purchased upon exercise of this Warrant within five days after receipt of the Exercise Documentation. Unless this Warrant has expired, or all of the purchase rights represented by this Warrant have been exercised, the Company will also prepare a new Warrant, substantially identical to this Warrant, representing the rights formerly represented by this Warrant which have not expired or been exercised. (b) If, but only if, at any time after one year from the date of issuance of this Warrant there is no effective registration statement registering the resale of the Common Stock underlying this Warrant by the Holder, this Warrant may also be exercised by Registered Holderexercised, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office of the Company, or at such other office or agency as time by means of a "cashless exercise" in which the Company may designate, accompanied by payment in full, in lawful money Holder will be entitled to receive a certificate for the number of the United States, shares of an amount Common Stock equal to the then applicable Purchase Price multiplied quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date on which the Company receives the Exercise Documentation; (B) = the exercise price of this Warrant, as adjusted; and (X) = the number of Warrant Shares then being purchased shares of Common Stock issuable upon such exercise. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to in accordance with the close terms of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection l(a) 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 l(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, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled upon such exercise 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) above.

Exercise. (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by the surrender of surrendering this Warrant (Warrant, with the Notice of Exercise Form attached 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 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 then applicable Purchase Price multiplied by payable in respect of the number of Warrant Shares then being purchased upon such exercise. (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 l(a1(a) aboveabove 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 l(c1(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 the purchase right represented by this WarrantWarrant in full or in part, and in any event within 3 business days thereafter, 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 or as such other individual or entity as Registered Holder (upon payment by Registered 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 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; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating calling in the aggregate on the face or faces thereof for the number of shares currently stated on the face of this remaining Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveShares.

Exercise. (a) This The rights represented by this Warrant may be exercised by Registered Holder, in whole or in partpart at any time during the Exercise Period, by delivery of the following to the Company at its address set forth on the signature page hereto (or at such other address as it may designate by notice in writing to the Holder): (A) An executed Notice of Exercise in the form attached hereto; (B) Payment of the Exercise Price either (i) in cash or by check or (ii) pursuant to Section 2.2 below; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (C) This Warrant. Execution and delivery of the Notice of Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares, if any. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three business days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office and payment of the Company, or at such other office or agency aggregate Exercise Price as set forth above. This Warrant shall be deemed to have been exercised on the Company may designate, accompanied by payment in full, in lawful money of date the United States, of an amount equal to the then applicable Purchase Exercise Price multiplied is received by the number of Warrant Company. The person in whose name any certificate or certificates for Exercise Shares then being purchased are to be issued upon such exercise. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to become the close holder of business record of such shares on the day date on which this Warrant shall have been was surrendered to and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company as provided in subsection l(a) above. At are closed, 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 l(c) below shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Subject to the final sentence of this paragraph, Section 2.3 below and to the extent permitted by law, the Company’s obligations to issue and deliver Exercise Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or holders inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of record any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Warrant Shares represented by such certificates. (c) As soon as practicable after Company to the exercise Holder in connection with the issuance of the purchase right represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, orExercise Shares. The Holder shall, subject to the following proviso, have the right to pursue any remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Exercise Shares upon exercise of this Warrant as required pursuant to the terms hereof; provided, however, that notwithstanding anything to the contrary in this Warrant or in the Purchase Agreement, if the Company is unable to deliver Exercise Shares upon exercise of this Warrant as required pursuant to the terms hereof because the exercise of this Warrant is prior to the Stockholder Approval Date (as defined in Section 2.3 below) and conditions hereof, to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled upon such exercise pluswould result in a violation of the Warrant Exercise Cap, the Company shall have no obligation to pay to the Holder any cash or other consideration or otherwise “net cash settle” this Warrant. Except for cash 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveSection 5, this Warrant may not be settled by the Company for cash to the Holder in lieu of Common Stock.

Exercise. (a) This Warrant may be exercised by Registered Holderthe Holder hereof (but -------- only on the conditions hereinafter set forth) 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: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other address as the Company shall designate in whole a written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder (pursuant to documentation reasonably satisfactory to the Company), (i) by certified or in partbank check, (ii) by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the Note or portion thereof having an outstanding principal 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 balance equal to the then applicable Purchase aggregate Exercise Price multiplied or (iii) by the number surrender of a portion of this Warrant Shares then being purchased upon such exercise. (b) Each having a fair market value equal to the aggregate Exercise Price. 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 the Company as provided in subsection l(a) 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 l(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 Warrantaforesaid, the Company at its expense will use its best efforts to cause to be issued in the name ofshall as promptly as practicable, and delivered toin any event within fifteen (15) days thereafter, Registered Holder, or, subject execute and deliver to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable this Warrant (or instruct its transfer taxes) may direct: (iagent to do so) a certificate or certificates for the total number of full shares whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of Warrant Shares to which Registered the Shares, the Holder shall be entitled upon such exercise 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, receive a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof Warrant covering the number of shares currently stated on the face Shares in respect of which this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided shall not have been exercised, which new Warrant shall in subsection l(a) above.all other respects be identical to

Exercise. (a) This Warrant may be exercised by Registered Holder, in whole or in part, by Subject to the surrender provisions of this Warrant (with Agreement, upon surrender to the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) Company at the its principal office of a Warrant Certificate with the CompanyElection to Purchase substantially in the form attached as Annex II to such Warrant Certificate duly executed, or at together with payment in accordance with the last sentence of this Section 4(b) of the applicable Exercise Price then in effect (the date of such other office or agency as surrender, the “Exercise Date”), the Company shall issue and deliver promptly to the registered holder of such Warrant Certificate, a certificate or certificates for the applicable Warrant Shares or other securities or property to which the registered holder is entitled, registered in the name of such registered holder or, upon the written order of such registered holder, in such name or names as such registered holder may designate, accompanied by payment in full, in lawful money of the United States, of an amount equal to the then applicable Purchase Price multiplied by the number of . Any certificate or certificates representing Warrant Shares then being purchased upon such exercise. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior issued and any person so designated to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection l(a) 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 l(c) below named therein shall be deemed to have become the holder or holders of record of the applicable Warrant Shares represented by as of the date of the surrender of such certificates. Warrant Certificate (ctogether with such duly executed Form of Election to Purchase) As soon as practicable after and payment of the Exercise Price. Payment of the applicable Exercise Price with respect to an exercise of the purchase right represented by Warrants pursuant to this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxesSection 4(b) may direct: (i) a certificate or certificates for the number of full shares of Warrant Shares to which Registered Holder shall be entitled upon such exercise plusmade, in lieu of any fractional share to which Registered Holder would otherwise be entitledat the holder’s option, cash in an amount determined pursuant to Section 3 hereof; and (iix) in case such exercise is in part onlycash or (y) without the payment of cash, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof by reducing the number of shares currently stated on of Class C Common Stock obtainable upon the face exercise of such Warrants (an exercise as provided under this Warrant minus clause (y), a “Cashless Exercise”) so as to yield a number of shares of Class C Common Stock issued upon the exercise of such Warrants equal to the product of (A) the number of shares of Class C Common Stock that would have been issued if the Warrants being exercised had been exercised upon the full payment of the applicable Exercise Price in cash and (B) a fraction, the numerator of which is the excess of the current market price per share of Common Stock on the applicable Exercise Date (determined in accordance with Section 7(f)) over the Exercise Price as of such shares purchased by Registered Holder upon Exercise Date and the denominator of which is the current market price per share of the Common Stock as of such exercise as provided Exercise Date (determined in subsection l(a) aboveaccordance with Section 7(f)).

Exercise. (a) This On or prior to the Expiration Date, this Warrant may be exercised by Registered the Holder, in whole as to all or in partless than all of the shares of Common Stock covered hereby, by the surrender of this Warrant at the Company's principal office (for all purposes of this Warrant, 5801 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇.▇.▇. ▇▇ such other address as the Company may advise the registered Holder hereof by notice given by certified or registered mail) with the Notice form of Exercise Form election to subscribe attached hereto as Exhibit I A duly executed by Registered Holder) at and upon tender of payment to the principal office Company of the Company, or at Exercise Price for the shares so purchased. Upon the date of such other office or agency as receipt by the Company may designate(herein called the "Exercise Date"), accompanied by payment in full, in lawful money of the United States, of an amount equal to the then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior exercised and the person exercising the same shall become a holder of record of shares of Common Stock (or of the other securities or property to which he or it is entitled upon such exercise) purchased hereunder for all purposes, and certificates for such shares so purchased shall be delivered to the close of business on the day on which Holder or its transferee within a reasonable time (not exceeding 10 days) after this Warrant shall have been surrendered to exercised as set forth hereinabove. In the Company as provided event that this Warrant is exercised in subsection l(a) 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 l(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 Warrantpart, the Company at its expense will use its best efforts to cause to be issued in the name of, execute and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder deliver a new Warrant of any applicable transfer taxes) may direct: (i) a certificate or certificates like tenor exerciseable for the number of full shares of Warrant Shares to for which Registered Holder shall be entitled upon such exercise 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus may then be exercised. If this Warrant is not exercised on or prior to the number Expiration Date, this Warrant shall become void and all rights of such shares purchased by Registered the Holder upon such exercise as provided in subsection l(a) abovehereunder shall cease.

Exercise. (a) This Warrant may be exercised by Registered Holder, the Holder hereof (but only -------- on the conditions hereinafter set forth) as to all or any increment or increments of the Shares then subject to exercise under Section 1 above upon delivery of written notice of intent to exercise in whole or in part, by substantially the surrender form of this Warrant (with the "Notice of Exercise Form Exercise" attached hereto as Exhibit I duly executed by Registered Holder) Annex A, to the Company at the principal office of the Companyfollowing address: ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other office or agency address as the Company may designateshall designate in a written notice to the Holder hereof, accompanied by payment in full, in lawful money together with this Warrant and either (i) a certified or cashier's check payable to the Company for the aggregate purchase price of the United StatesShares so purchased or (ii) the surrender, as noted on the Notice of Exercise, of an amount Shares having a value on the date of exercise equal to the then applicable Purchase Price multiplied by aggregate purchase price of the number of Warrant Shares then being purchased upon such exercise. (b) Each so purchased. 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 the Company as provided in subsection l(a) 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 l(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 Warrantaforesaid, the Company at its expense will use its best efforts to cause to be issued in the name ofshall, as promptly as practicable, and delivered toin any event within fifteen (15) business days thereafter, Registered Holder, or, subject execute and deliver to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) this Warrant a certificate or certificates for the total number of full shares whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of Warrant Shares to which Registered the Shares, the Holder shall be entitled upon such exercise 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, receive a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof Warrant covering the number of shares currently stated on Shares in respect of which this Warrant 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 and all state and federal issue taxes which may be payable in respect of the face issuance of this Warrant minus or the number issuance of such shares purchased any Shares upon exercise of this Warrant; provided, however, that the Company shall have no liability for any state or federal income taxes which may be payable by Registered Holder upon such income recognized by Holder as a result of the exercise as provided in subsection l(a) aboveof this Warrant.

Exercise. (a) This Warrant Each of the Warrants may be exercised upon the earliest to occur of: (i) a Corporate Transaction with respect to the Company or Stellex Industries, (ii) an IPO by Registered Holderthe Company, Stellex Industries or an Intermediate Holding Company, (iii) the date which is 60 days prior to the Expiration Date. In order to exercise any Warrant, in whole or in part, the Holder will deliver to the Company at the address designated by the surrender of this Warrant Company pursuant to Section 6.04, (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holderi) at the principal office a written notice of the CompanyHolder's election to exercise such Warrant, or at which notice will specify the number of Warrant Shares to be purchased pursuant to such other office or agency as exercise, (ii) payment of the Company may designate, accompanied by payment in fullExercise Price, in lawful money of the United States, of an amount equal to the then applicable Purchase aggregate purchase price for all Warrant Shares to be purchased pursuant to such exercise, and (iii) the Warrant. Upon receipt of such notice, the Company will, as promptly as practicable, and in any event within ten (10) Business Days, execute, or cause to be executed, and deliver to the Holder a certificate or certificates representing the aggregate number of full shares of Class B Common Stock and/or 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 the Holder. A Warrant will be deemed to have been exercised, such certificate or certificates will be deemed to have been issued, and the Holder 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 multiplied 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 the Holder a new Warrant evidencing the rights of the Holder to purchase a number of Warrant Shares then being purchased upon such exercisewith respect to which the Warrant has not been exercised, which new Warrant will, in all other respects, be identical with the Warrants, or, at the request of the Holder, appropriate notation may be made on the Warrant and the Warrant returned to the 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 l(a) 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 l(c) below shall be deemed to have become the holder or holders of record Payment of the Warrant Shares represented Exercise Price will be made by such certificatescompany or individual check or certified or official bank check. (c) As soon as practicable after the exercise of the purchase right represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled upon such exercise 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) above.

Exercise. (a) This Warrant may be exercised by the Registered HolderHolder on or before the Termination Date, in whole or in part, by the surrender of surrendering this Warrant (Warrant, with the Notice of Exercise Form attached purchase form appended hereto as Exhibit I duly executed by the Registered Holder) Holder at the principal office 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 an amount equal to the then applicable Purchase Warrant Price multiplied by payable in respect of 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; 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 l(a1(a) aboveabove (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 l(c1(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 the purchase right represented by this WarrantWarrant in full or in part, and in any event within twenty (20) days thereafter, 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 or as such other individual or entity as Registered Holder (upon payment by Registered 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 Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereofexercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating 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 currently stated called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in subsection l(a) aboveexercise.

Exercise. (a) This Warrant may be exercised by Registered Holder, in whole or in part, by the surrender of this Warrant Holder hereof (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal 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 then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business but only on the day on which this Warrant shall have been surrendered conditions hereinafter set forth) as to the Company as provided in subsection l(a) above. At such time, the person all or persons in whose name any increment or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l(c) below shall be deemed to have become the holder or holders of record increments of the Warrant Shares represented by upon delivery of written notice of intent to exercise to the Company at the Company's address set forth below its signature below or such certificates. other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and cash or check payable to the Company for the aggregate Exercise Price of the Warrant Shares so purchased (c) As soon as practicable after the "Purchase Price"). Upon exercise of the purchase right represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name ofshall as promptly as practicable, and delivered toin any event within fifteen (15) days thereafter, Registered Holder, or, subject execute and deliver to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) this Warrant a certificate or certificates for the total number of full shares of Warrant Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to which Registered less than all of the Warrant Shares, the Holder shall be entitled upon such exercise 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, receive a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof Warrant covering the number of shares currently stated on Warrant Shares in respect of which this Warrant shall not have been exercised. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the face issuance of this Warrant minus or the number issuance of such shares purchased by Registered Holder any Warrant Shares upon exercise of this Warrant. (b) For purposes of this Warrant, "Common Stock" means the Common Stock of the Company, and all other securities of any class of classes (however designated) of the Company the holders of which have the right, without limitation as to amount, after payment on any securities entitled to a preference on dividends or other distributions upon any dissolution or winding up, either to all or to a share of the balance of payments upon such exercise as provided in subsection l(a) abovedissolution, liquidation or winding up.

Exercise. (a) This Warrant Option to purchase up to __________ shares of Common Stock may be exercised by Registered Holder, in whole or in partpart in accordance with the following schedule: up to ______________ shares upon and after the date hereof and thereafter in accordance with the following schedule, if and only if as of each date set forth below the Optionee is employed by the surrender Corporation: The method for exercise described in this Section 2 shall be the sole method of this Warrant such exercise. The Optionee may exercise the Option by delivery to the Corporation of written notice providing: (with i) the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office name of the CompanyOptionee; (ii) the address to which Common Stock certificates are to be mailed; (iii) an identification of the Option being exercised by reference to the date first written above; and (iv) payment in the amount of the product of the Option Price times the number of shares with respect to which the Option is being exercised, delivered in person or sent by first class registered, certified or overnight mail, postage prepaid, or at such other office telecopied with a confirmation copy by regular, certified or agency overnight mail, addressed or telecopied, as the Company case may designatebe, accompanied by payment in full, in lawful money to the Treasurer of the United StatesCorporation. Such payment shall be in the form of (a) a check (acceptable to the Corporation in accordance with guidelines established for this purpose) payable to the order of the Corporation, (b) through the delivery of an amount shares of Common Stock which have been outstanding for at least six months (unless the Corporation approves a shorter period) and which have a fair market value equal to the then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (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 l(a) above. At such timeprice, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) by any combination of the foregoing permissible forms of payment. The Option shall be considered exercised on the date the notice and appropriate payment are delivered to the Corporation. As soon promptly as practicable after the exercise receipt of the purchase right represented by this Warrantsuch notice and payment, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject Corporation shall deliver to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) Optionee a certificate or certificates for the number of full shares of Warrant Shares Common Stock with respect to which Registered Holder the Option has been so executed, issued in the Optionee’s name. Such delivery shall be entitled upon deemed effected for all purposes when a stock transfer agent of the Corporation shall have deposited such exercise pluscertificate or certificates in the United States mail, addressed to the Optionee, at the address specified 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) abovenotice.

Exercise. (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by the surrender of surrendering this Warrant (Warrant, with the Notice form of Exercise Form attached election to purchase appended hereto as Exhibit I duly completed and executed by such Registered Holder) , at the principal 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 an amount equal to the then applicable Purchase Price multiplied by payable in respect of the number of shares of Warrant Shares then being Stock purchased upon such exerciseexercise in cash or by certified or official bank check payable to the order of the Company. Any exercise of this Warrant may be made subject to 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 a 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 l(a1(a) 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 l(c1(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 the purchase right represented by this WarrantWarrant in full or in part, and in any event within 10 days thereafter, the Company at its 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 as such other individual or entity as Registered Holder (upon payment by Registered 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 such Registered Holder shall be entitled upon such 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, stating calling in the aggregate on the face or faces thereof for the number of shares currently stated of Warrant 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 exercise as provided in subsection l(a1(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 Registered Holderfull payment of the option price in cash or by check, or, with the consent of the Company, in whole or in part, part by 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 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 surrender Company constitutes the date of this Warrant exercise of the Option; and (with iii) For purposes hereof, the Notice "Fair Market Value" of Exercise Form attached hereto a Common Share as Exhibit I duly executed by Registered Holderof any date shall be; (a) at the closing price of a Common Share on the principal office 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 an amount equal to the then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercisegood faith. (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 l(a) 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 l(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (civ) As soon as practicable after a condition to the exercise of the purchase right represented Option and the obligation of the Company to issue Shares upon the exercise thereof, the proposed recipient of the Shares shall make any representation or warranty necessary to comply with any applicable law or regulation or to confirm any factual matter reasonably requested by this Warrantthe Company or its counsel. (v) Upon exercise of the Option and the satisfaction of all conditions thereto, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) shall deliver a certificate or certificates for the number of full shares of Warrant applicable Shares to which Registered Holder shall be entitled the person or persons and at the time specified above upon such exercise plus, in lieu receipt 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise payment for those Shares as provided in subsection l(a) set forth above.

Exercise. (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by the surrender of surrendering this Warrant (Warrant, with the Notice of Exercise Form attached 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 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 then applicable Purchase Price multiplied by payable in respect of the number of Warrant Shares then being purchased upon such exercise. (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 l(a1(a) aboveabove 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 l(c1(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 the purchase right represented by this WarrantWarrant in full or in part, and in any event within 5 business days thereafter, 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 or as such other individual or entity as Registered Holder (upon payment by Registered 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 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; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating calling in the aggregate on the face or faces thereof for the number of shares currently stated on the face of this remaining Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveShares.

Exercise. (1) Subject to the limitation set forth in paragraph 4.1(2), holders of Warrants may at any time prior to the Expiry Time exercise the right thereby conferred to be issued Common Shares by surrendering to the Warrant Agent at its principal offices in Vancouver, British Columbia, or to any other person or at any other place designated by Crystallex with the approval of the Warrant Agent, during normal business hours on a business day at such place: (a) This Warrant may be exercised by Registered Holder, a certified cheque or bank draft payable to Crystallex in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office amount 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 then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise.Exercise Price; (b) Each such documentation as may be required to satisfy the restrictive legend on the Warrant Certificates; (c) the Warrant Certificate evidencing such warrants; and (d) a duly completed and executed notice of exercise substantially in the form set out in Schedule B to such Warrant Certificate, provided notice is also sent to Crystallex by delivering to it a copy of this such documents. Notwithstanding the foregoing, a Warrantholder may exercise the warrants by delivering to the Warrant shall Agent a facsimile transmission of copies of the documents referred to in (b) and (c) above and a wire transfer to Crystallex in the amount of the Exercise Price, provided that the originals of each of the documents referred to in (b) and (c) above are received by the Warrant Agent or other person as may be designated herein within three business days of the date of such facsimile transmission and the Exercise Price is received by Crystallex via wire transfer as aforesaid. (2) Any certified cheque or bank draft, Warrant Certificate or notice of exercise referred to in paragraph 4.1(1) will be deemed to have been effected immediately prior surrendered only on personal delivery thereof to, or, if sent by mail or other means of transmission, on actual receipt thereof by, the Warrant Agent or one of the other persons at the office or one of the other places specified in paragraph 4.1(1), provided however that if exercise is made by facsimile transmission as set out in paragraph 4.1(1), the documentation referred to therein will be deemed to be surrendered as at the date of the facsimile transmission in the event the original documentation referred to therein is received by the Warrant Agent or other person as designated therein within three business days of the date of the facsimile transmission. The Warrant Agent shall not be required to deliver certificates representing Common Shares against such facsimile transmission until original documentation referred to therein is received. (3) Any notice of exercise referred to in paragraph 4.1(1) must be signed by the Warrantholder, or such Warrantholder's executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the close of business on the day on which this Warrant shall have been surrendered Agent, acting reasonably, and, if any Common Shares thereby issuable are to the Company as provided in subsection l(a) above. At such time, the be issued to a person or persons in whose other than the Warrantholder, must specify the name or names any certificates for Warrant and the address or addresses of each such person or persons and the number of Common Shares shall to be issuable upon issued to each such exercise as provided in subsection l(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificatesperson if more than one is so specified. (c4) As soon as practicable after The holder of any Warrant Certificate who wishes to exercise the Warrants evidenced by such Warrant Certificate may exercise less than all of the purchase right represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued such Warrants and in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder case of any applicable transfer taxes) may direct: (i) such partial exercise shall be entitled to receive a certificate or certificates for Warrant Certificate, in form, signed and certified in accordance with the provisions of section 2, evidencing the number of full shares of Warrants held by the Warrantholder which remain unexercised. Such Warrant Certificate will be delivered by the Warrant Agent to the holder concurrently with the certificates representing the Common Shares to which Registered Holder shall be entitled upon such issued on partial exercise 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveholder's Warrants.

Exercise. (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by such Registered Holder) at the principal 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 then applicable Purchase Exercise Price multiplied by the number of Warrant Shares then being purchased upon such exercise, subject to the cashless exercise provisions set forth in Section 2.3(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 l(a1(a) 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 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 l(c) 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, the Company at its 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 hereofhereof (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 Registered such Holder (upon payment by Registered 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 such Registered Holder shall be entitled upon such exercise plus(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, stating on the face or faces thereof the number of shares 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 l(a1(a) above.

Exercise. (a) This Warrant Subject to the terms and conditions hereof, the purchase rights set forth in this Agreement may be exercised by Registered Holderthe Warrantholder, 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 (i) tendering to the surrender Company at its respective address set forth herein a notice of this Warrant (with exercise in the Notice of Exercise Form form attached hereto as Exhibit I (the “Notice of Exercise”), duly executed completed and executed; and (ii) delivery of the Purchase Price to the Company. Promptly following the Warrantholder’s delivery of the Notice of Exercise and the clearance of the funds in payment of the Purchase Price in accordance with the terms set forth below, and in no event later than three (3) Business Days thereafter, the Company shall (x) issue and deposit with the Depositary a number of Ordinary Shares that will be represented by Registered Holderthe number of Shares to which the Warrantholder is entitled in respect of that exercise, and (y) cause the Depositary to execute and deliver to that Warrantholder a Receipt (as defined in the Deposit Agreement) evidencing the number of Shares purchased, or credit the same via book entry to the Warrantholder. The Company shall withhold any and all taxes which must be withheld with respect to the issuance and delivery of Shares upon exercise of this Warrant. The Company shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of Shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the principal office Warrantholder’s election either (i) in cash, by certified or bank check or by wire transfer of immediately available funds to an account designated in writing by the Company (“Cash Exercise”), or (ii) by surrender of all or a portion of this Warrant for Shares to be exercised under this Agreement (“Net Issuance”). If the Warrantholder elects the Net Issuance method: (i) the Company shall, subject to receipt by the Company of the CompanyIssuance Price (as defined below), or at such other office or agency cause the Depositary to issue Shares totaling “X” as calculated in accordance with formula (1) specified below; (ii) the Warrantholder, as a condition of making that exercise, shall pay the Company may designate, accompanied by payment in full, in lawful money cash by check or in immediately available funds, an amount (“Z”) calculated in accordance with formula (2) specified below (“Issuance Price”); and (iii) without delay following receipt of the United StatesIssuance Price, the Company shall pay the Warrantholder, in cash by check or in immediately available funds, the rounding difference (“D”), if any, calculated in accordance with formula (3) specified below: Where: X = the number of an amount equal Shares to be issued to the then applicable Warrantholder, rounded down to the nearest whole number, with respect to such Net Issuance. Y = the number of Shares as to which this Agreement is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Purchase Price). Z = the Issuance Price payable by the Warrantholder to the Company with respect to such Net Issuance. A = the then-current fair market value of one (1) Share at the time of exercise of this Warrant. B = the then-effective Exercise Price. C = the then-nominal value of one Ordinary Share, at the time of issuance of such Shares, multiplied by the number of Warrant Ordinary Shares then being purchased receivable by a holder of a Share upon conversion of one Share to Ordinary Shares. D = the rounding difference (if any) payable by the Company to the Warrantholder with respect to such exercise. (b) Each exercise Net Issuance. For purposes of this Warrant the above calculation, the current fair market value of a Share 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 determined as provided in subsection l(a) 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 l(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, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may directfollows: (i) at all times when Shares traded on a certificate national securities exchange, inter- dealer quotation system or certificates for over-the-counter bulletin board service, the number average of full shares the closing prices over a five (5) day period ending three days before the day the current fair market value of Warrant the Shares to which Registered Holder shall be entitled upon such exercise 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; andis being determined; (ii) in case such if the exercise is in part onlyconnection with a Merger Event, the fair market value of a new warrant Share shall be deemed to be the per Share value received by the holders of the outstanding Shares pursuant to such Merger Event as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a Share shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either Cash Exercise or warrants (dated Net Issuance, prior to the date expiration or earlier termination hereof) of like tenor, stating on the face or faces thereof Company shall promptly issue an amended Agreement representing the remaining number of shares currently stated on the face of this Warrant minus the number Shares purchasable hereunder. All other terms and conditions of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveamended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

Exercise. (a) This Warrant These Warrants may be exercised by Registered Holderthe holder hereof as to all or any increment or increments of 10,000 Shares (or the balance of the Shares if less than such number), in whole or in part, by upon delivery of written notice of intent to exercise to the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) Company at the principal office of the Companyfollowing address: 7▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Road, Largo, Florida 33777 or at such other office or agency address as the Company may designate, accompanied by payment shall designate in full, in lawful money of the United States, of an amount equal a written notice to the then applicable Purchase Price multiplied Holder hereof, together with the Warrant and a certified or cashier's check (or such other check as agreed to by the number of Warrant Shares then being purchased upon such exercise. (bHolder and the Company) 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 payable to the Company for the aggregate purchase price of the Shares so purchased. Upon exercise of any Warrants as provided in subsection l(a) above. At such timeaforesaid, the person or persons Company shall as promptly as practicable, and in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l(c) below shall be deemed event within 15 days thereafter, execute and deliver 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, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the total number of full shares Shares for which the Warrant is being exercised in such names and denominations as are requested by such holder. The Exercise Price may, at the election of Warrant Shares any Holder, also be paid by setting off a dollar for dollar amount against any obligation owing to the Holder or its assigns by the Company, in which case the notice of exercise shall identify such election and the obligation and amount to which Registered Holder the set-off applies. If any Warrant shall be exercised with respect to less than all of the Shares, the holder shall be entitled upon such exercise 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, receive a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof Warrant covering the number of shares currently stated on Shares in respect of which this Warrant 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 and all state and federal issue taxes owed by the face Company which may be payable in respect of the issuance of this Warrant minus or the number issuance of such shares purchased by Registered Holder any Shares upon such exercise as provided in subsection l(a) aboveof this Warrant.

Exercise. (a) This Warrant may be exercised by Registered Holder▇▇▇▇▇▇, in whole or in part, prior to termination as provided in Section 4 hereof, by the surrender of surrendering this Warrant (Warrant, with the Notice of Exercise Form attached purchase form appended hereto as Exhibit I A duly executed by Registered Holder) such Holder or by such ▇▇▇▇▇▇’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in fullfull by cash, in lawful money check or wire transfer of the United States, of an amount equal to the then applicable Purchase Price multiplied by payable in respect of the number of shares of Warrant Shares then being Stock purchased upon such exercise. (b) Each The 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 l(aSection 1(a) 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 l(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 the purchase right represented by this Warrant, the Company at its expense will use its best efforts to shall cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to or as such other individual or entity as Registered Holder (upon payment by Registered 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 Registered such Holder shall be entitled upon such exercise 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. (iid) in case such Each certificate for Warrant Stock or for any other security issued or issuable upon exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus shall bear the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) abovefollowing legends: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

Exercise. (1) Subject to the limitation set forth in subsection 4.1(2), holders of Warrants may at any time prior to the Expiry Time exercise the right thereby conferred to be issued Common Shares by surrendering to the Warrant Agent at its principal offices in Vancouver, British Columbia or to any other person or at any other place designated by Crystallex with the approval of the Warrant Agent, during normal business hours on a business day at such place: (a) This a certified cheque or bank draft payable to the Warrant may be exercised by Registered Holder, Agent in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal 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 then applicable Purchase product of the Exercise Price multiplied by and the number of Warrant Shares then Warrants being purchased upon such exercise.exercised; (b) Each the Warrant Certificate(s) evidencing such Warrants; (c) a duly completed and executed notice of exercise substantially in the form set out in Appendix 1 to such Warrant Certificate(s); and (d) such other documents as may be contemplated by the Warrant Certificates(s). Notwithstanding the foregoing, a Warrantholder may exercise the Warrants by delivering to the Warrant Agent a facsimile transmission of this copies of the documents referred to in (b) and (c) above and a wire transfer to an account of Crystallex in an amount equal to the product of the Exercise Price and the number of Warrants being exercised, provided that the originals of each of the documents referred to in (b) and (c) above are received by the Warrant shall Agent or other person as may be designated herein within three business days of the date of such facsimile transmission. (2) Any certified cheque, bank draft or wire transfer, Warrant Certificate or notice of exercise referred to in subsection 4.1 (1) will be deemed to have been effected immediately prior surrendered only on personal delivery thereof to, or, if sent by mail or other means of transmission, on actual receipt thereof by, the Warrant Agent or one of the other persons at the office or one of the other places specified in subsection 4.1 (1) provided however that if exercise is made by facsimile transmission as set out in subsection 4.1 (1) the documentation referred to therein will be deemed to be surrendered as at the date of the facsimile transmission in the event the original documentation referred to therein is received by the Warrant Agent or other person as designated therein within three business days of the date of the facsimile transmission. (3) Any notice of exercise referred to in subsection 4.1(1) must be signed by the Warrantholder, or such Warrantholder=s executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the close of business on the day on which this Warrant shall have been surrendered Agent, acting reasonably, and, if any Common Shares thereby issuable are to the Company as provided in subsection l(a) above. At such time, the be issued to a person or persons in whose other than the Warrantholder, must specify the name or names and the address or addresses of each such person or persons and the number of Common Shares to be issued to each such person if more than one is so specified. Back to Contents (4) The holder of any certificates for Warrant Shares Certificate who wishes to exercise the Warrants evidenced by such Warrant Certificate may exercise less than all of such Warrants and in the case of any such partial exercise shall be issuable upon such exercise as provided entitled to receive a Warrant Certificate, in subsection l(c) below shall form, signed and certified in accordance with the provisions of Article 2, evidencing the number of Warrants held by the Warrantholder which remain unexercised. Such Warrant Certificate will be deemed delivered by the Warrant Agent to have become the holder or holders concurrently with the certificates representing the Common Shares issued on partial exercise of record of the Warrant Shares represented by such certificatesholder’s Warrants. (c5) As soon Each person exercising Warrants must provide Crystallex with (A) either (i) written certification as practicable after to facts that would evidence that such person exercising such Warrants in compliance with an exemption from registration under the exercise U.S. Securities Act or (ii) a written opinion of the purchase right represented by this Warrant, the Company at its expense will use its best efforts counsel acceptable to cause to be issued in the name of, and delivered to, Registered Holder, or, subject Crystallex to the terms effect that the Warrants and conditions hereofthe Common Shares delivered upon exercise thereof have been registered under the U.S. Securities Act or are exempt from registration thereunder, together with (B) written certification as to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for material reflecting that the number of full shares of Warrant Shares to which Registered Holder shall be entitled upon such exercise 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 exempt from registration as the date hereof) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveCorporation may reasonably request.

Exercise. (a) This Warrant may Except as otherwise provided in sub-paragraph (f) below, a WARRANT shall be exercised by Registered Holder, in whole or in part, exercisable only by the surrender of this Warrant (registered HOLDER surrendering it, together with the Notice of Exercise Form attached hereto as Exhibit I subscription form set forth in the WARRANT duly executed by Registered Holder) at the principal office of the Company, or at such other office or agency as the Company may designateexecuted, accompanied by payment payment, in full, in lawful money of the United States, of an amount equal the Warrant Exercise Price for each full Share as to which the WARRANT is exercised, to the then applicable Purchase Price multiplied by Warrant Agent. The Warrant Agent is the number COMPANY's Transfer Agent, Olde Monmouth Stock Transfer Co., ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. The COMPANY shall give notice to the registered HOLDERS of WARRANTS of any change in the address of, or in the designation of, its Warrant Shares then being purchased upon such exerciseAgent. (b) Each exercise A WARRANT may be exercised wholly or in part. If a WARRANT is only exercised in part, a new WARRANT for the number of this Warrant Shares as to which the WARRANT shall not have been exercised shall be deemed to have been effected immediately prior issued to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection l(a) 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 l(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificatesregistered HOLDER. (c) As soon as practicable after the exercise of the purchase right represented by this Warrantany WARRANT, the Company at its expense will use its best efforts COMPANY shall issue to cause to be issued in or upon the name of, and delivered to, Registered Holder, or, subject to order of the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) registered HOLDER a certificate or certificates for the number of full Shares which he is entitled, registered in such name or names as may be directed by him. (d) All Shares issued upon exercise of a WARRANT shall be validly issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of the issue thereof. However, the registered HOLDER shall pay all taxes imposed in connection with any transfer, even if involved in an issue of a certificate, and the COMPANY shall not be required to issue or deliver any stock certificate in such case until the tax shall have been paid. (e) Each person in whose name any such certificate for Shares is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which the WARRANT was surrendered and payment of the Warrant Exercise Price and applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the COMPANY are closed, the person or persons entitled to receive Shares to upon such exercise shall be considered the record holder or holders of such shares at the close of business on the next succeeding date on which Registered Holder the stock transfer books are open and shall be entitled upon such exercise plus, in lieu to receive only dividends or distributions which are payable to holders 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboverecord after that date.

Exercise. (a) This Warrant may be exercised by Registered Holderexercised, in whole or in -------- part, by the surrender of surrendering this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) Warrant, at the principal office of the Company, or with the Election to Exercise form set forth at such other office or agency as the Company may designateend hereof duly executed, accompanied and by payment paying in full, the Warrant Price 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 lawful money cash or by bank check or (ii) by transfer of all or a portion of a Note or Notes duly endorsed by, or accompanied by appropriate instruments of transfer duly executed by, the registered holder or by his duly authorized attorney, valued at the principal amount thereof and accrued and unpaid interest thereon (other than unpaid interest not payable until the Due Date (as defined in the Notes), with any excess of the United States, of an amount equal to the then applicable Purchase Warrant Price multiplied over such value paid in cash or by the number of Warrant Shares then being purchased upon such exercisebank check. (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 l(a) 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 l(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, the Company at its expense will use its best efforts to shall cause to be issued in to or upon the name of, and delivered to, Registered Holder, or, subject to order of the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder holder of any applicable transfer taxes) may direct: (i) this Warrant a certificate or certificates for the number of full shares of Warrant Shares Common Stock to which Registered Holder he is entitled, registered in such name or names as may be directed by him. (c) Anything contained herein to the contrary notwithstanding, 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 2.03, be entitled upon such exercise 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 under the date hereof) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face terms of this Warrant minus to receive a fraction of a share upon the exercise of 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 closing market price of the Common Stock on the principal stock exchange on which it is listed (or, if not listed on any stock exchange, the last sale price on the NASDAQ National Market System, or if not listed or admitted to trading on such system, the closing bid price in the over-the-counter market) on the day preceding such exercise). The Warrantholder by his acceptance of this Warrant expressly waives his 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. The Company shall not be required, however, to pay any tax imposed in connection with any transfer involved in the issuance of a certificate for shares of Common Stock or any other securities in any name other than that of the holder of this Warrant; and in such case the Company shall not be required to issue or deliver any such certificate until such tax shall have been paid. (e) Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares purchased by Registered Holder upon on the date on which this Warrant was surrendered and payment of the purchase price and any applicable taxes was made, irrespective of the date of delivery of such exercise as provided in subsection l(a) abovecertificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Exercise. (a) This Warrant Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered HolderHolder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in whole or in part, the applicable Warrant Certificate. Warrants may be exercised by the their holders as follows: The exercise of Warrants shall be accomplished upon surrender of this the Warrant (Certificate evidencing such Warrants, with the Notice of Exercise Subscription Form attached hereto as Exhibit I (cash or cashless) on the reverse side thereof duly executed by Registered Holder) filled in and executed, to the Warrant Agent at its business office, together with payment to the principal office Warrant Agent of the Company, or at such other office or agency Exercise Price (as the Company may designate, accompanied by payment in full, in lawful money of the United States, date of such surrender) of the Warrants then being exercised (in the case of an exercise for cash) and an amount equal to the then any applicable Purchase Price multiplied transfer tax and, if requested by the number Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of Warrant Shares then being purchased upon such exercise. (b) Each Payment of the Exercise Price (if applicable) and other amounts may be made by wire transfer of good funds, or by certified or bank cashier's check, payable in lawful money of the United States of America for the benefit of the Company and deliver such payment to the Warrant Agent who shall in turn deliver the payment to the Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of this a Warrant. A Warrant shall be deemed to have been effected exercised immediately prior to the close of business on the day Exercise Date and upon exercise thereof, the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of the securities issuable thereby as of the close of business on which this Warrant shall the Exercise Date. . As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been surrendered to exercised in the manner described in this subsection (a), the Warrant Agent on behalf of the Company as provided in subsection l(a) above. At such time, shall cause to be issued to the person or persons in whose name entitled to receive the same a Common Stock certificate or names any certificates for the shares of Common Stock deliverable upon such exercise. Upon the exercise of any one or more Warrants, the Warrant Shares Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause payment in cash or by check made payable to the order of the Company, equal to the Exercise Price of such Warrants (if applicable), to be deposited promptly in the Company's bank account or paid directly to the Company, as specified by the Company. (c) The Company shall not be required to issue fractional shares on the exercise of Warrants. Warrants may be exercised only in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise as provided in subsection l(c) 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 presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of the purchase right represented by this Warrantany Warrant (or specified portion thereof), the Company at its expense will use its best efforts to cause to be issued shall pay an amount in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, cash equal to such other individual or entity as Registered Holder (upon payment fraction multiplied by Registered Holder the then current Market Price of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number share of full shares of Warrant Shares to which Registered Holder shall be entitled upon such exercise 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveCommon Stock.

Exercise. (a) This Warrant Option may be exercised or surrendered during the Holder's lifetime only by Registered Holderthe Holder or his/her guardian or legal representative. THIS OPTION SHALL NOT BE TRANSFERABLE BY THE HOLDER OTHERWISE THAN BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION, in whole SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN. This Option shall vest and be exercisable as follows: Cumulative Shares Vesting Date Shares Vested at Vesting Date Vested at Vesting Date ------------ ----------------------------- ---------------------- This Option shall be exercised by the Holder (or in partby her executors, administrators, guardian or legal representative) as to all or part of the Shares, by the surrender giving of this Warrant 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 Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office consent of the Company, by tendering previously acquired Shares (valued at its Fair Market Value (as defined in the Plan), as determined by the Company as of the date of tender), 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 designatefrom time to time direct, accompanied by payment and shall be in fullsuch form, in lawful money 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 United States, Company. No person exercising this Option shall have any of an amount equal the rights of a holder of Shares subject to this Option until certificates for such Shares shall have been issued following the then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (b) Each 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 l(a) 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 l(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, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled upon such exercise 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveissuance.

Exercise. (a) This METHOD OF EXERCISE, PAYMENT; ISSUANCE OF NEW WARRANT. Subject to Section 1 and subsection (b) hereof, the purchase right represented by this Warrant may be exercised by Registered Holderthe holder hereof, in whole or in partpart and from time to time, by the surrender of this Warrant (with the Notice notice of Exercise Form exercise form attached hereto as Exhibit I A duly executed by Registered Holderexecuted) at the principal 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 the United States, of an amount equal to the then applicable Purchase Warrant Price multiplied by the number of Warrant Shares then being purchased purchased. The person or persons in whose name(s) any certificate(s) representing shares of Common Stock shall be issuable upon such exercise. (b) Each 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 to is exercised. In the Company as provided in subsection l(a) above. At such time, the person or persons in whose name or names event of any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l(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 rights represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder Common Stock so purchased shall be entitled upon delivered to the holder hereof as soon as possible and in any event within thirty (30) days after such exercise plusand, 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 onlyunless this Warrant has been fully exercised, a new warrant or warrants (dated Warrant representing the date hereof) portion of like tenorthe Warrant Shares, stating on the face or faces thereof the number of shares currently stated on the face of if any, with respect to which this Warrant minus 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 purchased by Registered Holder upon such exercise as provided in subsection l(a) abovethirty (30)-day period.

Exercise. (a) This Warrant may be exercised by Registered the Holder hereof (but -------- only on the conditions hereinafter set forth) 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: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Memphis, Tennessee 38114 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 Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, in whole (i) by certified or in partbank check, (ii) by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the Note or portion thereof having an outstanding principal 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 balance equal to the then applicable Purchase aggregate Exercise Price multiplied or (iii) by the number surrender of a portion of this Warrant where the Shares then being purchased upon such exercise. (b) Each subject to the portion of this Warrant that is surrendered have a fair market value equal to the aggregate Exercise Price. 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 the Company as provided in subsection l(a) 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 l(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 Warrantaforesaid, the Company at its expense will use its best efforts to cause to be issued in the name ofshall as promptly as practicable, and delivered toin any event within fifteen (15) days thereafter, Registered Holder, or, subject execute and deliver to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) this Warrant a certificate or certificates for the total number of full shares whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of Warrant Shares to which Registered the Shares, the Holder shall be entitled upon such exercise 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, receive a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof Warrant covering the number of shares currently stated on Shares in respect of which this Warrant 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 and all state and federal issue taxes which may be payable in respect of the face issuance of this Warrant minus or the number issuance of such shares purchased by Registered Holder any Shares upon such exercise as provided in subsection l(a) aboveof this Warrant.

Exercise. (a) This Warrant may The Option shall be exercised exercisable by Registered HolderH▇▇▇▇▇ delivering to the Company, in whole or in partduring the Option Period, by the surrender of this Warrant (with the a Notice of Option Exercise Form in the form as attached hereto as Exhibit I duly executed by Registered HolderA (the “Exercise Notice”) at and complying with the principal 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 then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exerciseremaining terms and conditions herein. (b) Each exercise Holder may pay for Option Shares, and the amount of this Warrant shall be deemed to have been effected immediately prior any tax withholding required hereunder, (i) in cash, (ii) by certified check payable to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection l(a) 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 l(c) below shall be deemed to have become the holder or holders of record order of the Warrant Shares represented Company, (iii) by such certificatesmeans of a net issuance (as described below), or (iv) by a combination of the foregoing. (c) As soon The Holder may arrange for exercise of the Option and payment of the Option Price by means of a net issuance of shares of Common Stock as practicable after described below (i.e., a cashless exercise), provided, however, that exercise by means of a net issuance shall be permitted only as follows: (x) if the Holder is an officer (as defined for purposes of Section 16 of the Securities Exchange Act of 1934, as amended) at the time of exercise, then a net issuance must be approved in advance by the Compensation Committee of the Board of Directors or by the full Board of Directors if the Board has not established a Compensation Committee at such time (as applicable, the “Committee), and (y) if the Holder is not an officer (as defined for purposes of Section 16 of the Securities Exchange Act of 1934, as amended) at the time of exercise, then a net issuance must be approved in advance by the Committee or, if and to the extent the Committee so determines, the Company’s General Counsel or other officer of the Company. If a net issuance of Option Shares is so approved and the Holder chooses to exercise in that manner, the exercise of the purchase right represented by this WarrantOption shall be treated as follows: Upon notice of exercise, the Company at its expense will use its best efforts Holder shall be deemed, as of the date of exercise, to cause to be issued in have received all of the name of, and delivered to, Registered Holder, or, shares of Common Stock subject to the terms and conditions hereof, to Option (or such other individual or entity as Registered Holder (upon payment by Registered Holder portion of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full such shares of Warrant Shares Common Stock as corresponds to which Registered Holder the portion of the Option being exercised), and shall simultaneously be entitled upon such exercise plus, in lieu of any fractional share deemed to which Registered Holder would otherwise be entitled, cash in an amount determined pursuant have delivered back 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the Company that number of such shares purchased of Common Stock as have a fair market value (determined as of the date of exercise) equal to the Option Price required to be paid on exercise of the Option (or portion being exercised) and any additional amounts required to be paid by Registered the Holder in connection with the exercise of the Option. (d) In addition to payment of the Option Price for the Option Shares being purchased, as a condition to the issuance of Option Shares and the delivery of any certificate for such Option Shares, the Holder shall be required to remit to the Company an amount sufficient to satisfy any federal, state and/or local tax withholding requirements arising in connection with the exercise of the Option. If the Company for any reason does not require the Holder to make a payment sufficient to satisfy such withholding requirements, any tax withholding payments made by the Company or any affiliate of the Company to any federal, state or local tax authority with respect to the exercise of the Option shall constitute a personal obligation of the Holder to the Company, payable upon demand or, at the option of the Company, by deduction from future compensation payable to the Holder. In addition, at the request of the Holder, with consent of the Committee (which may be unreasonably withheld), or to the extent it is determined by the Committee to be necessary or appropriate in connection with any applicable federal, state or local tax withholding obligations, the Company may withhold a portion of the Option Shares that would otherwise be issuable to the Holder on the exercise of the Option. In such exercise event, the portion of the withholding obligation thus satisfied shall be equal to the fair market value of the Option Shares so withheld determined as provided in subsection l(a) aboveof the date the Option is exercised.

Exercise. (a) This Subject to the provisions hereof, this Warrant may be exercised by Registered Holder, the Holder hereof in whole or in part, by the surrender of this Warrant (Warrant, together with the a Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) A, to the Company during normal business hours on any business day at the Company's principal office of the Company, executive offices (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 StatesCompany of the Exercise Price for the Shares specified in the Notice of Exercise or (ii) if the resale of the Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an amount equal election to effect a "Cashless Exercise" (as defined in Section 9(h) below) for the then applicable Purchase Price multiplied by Shares specified in the number Notice of Warrant Exercise. The Shares then being so purchased upon such exercise. (b) Each exercise of this Warrant 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 l(aHolder within three (3) abovebusiness days after the 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 l(c) 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 the purchase right represented by If this WarrantWarrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense will use its best efforts expense, at the time of delivery of such certificates, deliver to cause Holder a new Warrant representing the number of Shares with respect to be issued which this Warrant shall not then have been exercised. (d) Notwithstanding anything in the name of, and delivered to, Registered Holder, or, subject this Warrant to the terms and conditions hereofcontrary, in no event shall the holder of this Warrant be entitled to such other individual exercise a number of Warrants (or entity as Registered Holder portions thereof) in excess of the number of Warrants (or portions thereof) upon payment by Registered Holder exercise of any applicable transfer taxes) may direct: which the sum of (i) a certificate or certificates for the number of full shares of Warrant Shares to which Registered Holder shall be entitled upon such exercise 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, stating on the face or faces thereof the number of shares currently stated 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 face 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 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 determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) hereof. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant minus set forth herein may not be amended without the number written consent of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) abovethe holder hereof and the Company.

Exercise. (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by such Registered Holder) at the principal 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 then applicable Purchase Exercise Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (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 l(a1(a) 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 l(c1(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, the Company at its 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 Registered such Holder (upon payment by Registered 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 such Registered Holder shall be entitled upon such 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, stating on the face or faces thereof the number of shares 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 l(a1(a) above.

Exercise. (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by the surrender of surrendering this Warrant (Warrant, with the Notice of Exercise Form attached 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 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 then applicable Purchase Price multiplied by payable in respect of the number of Warrant Shares then being purchased upon such exercise. (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 l(a1(a) aboveabove (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 l(c1(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 WarrantWarrant in full or in part, and in any event within 10 days thereafter, 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 or as such other individual or entity as Registered Holder (upon payment by Registered 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 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; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating 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 currently stated called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in subsection l(a) aboveexercise.

Exercise. (a) This The rights represented by this Warrant may be exercised by Registered Holderat any time within the period above specified, in whole or in part, by (i) the written consent of the Majority Holders, as such term is defined in the Note Purchase Agreement which consent will not be required after the earlier of (x) the date the Majority Holders exercise any of its Warrants or (y) the expiration of the ACTV Option under Section 12 herein, (ii) the surrender of this the Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holderexercise form at the end hereof properly executed) at the principal executive office of the Company, Company (or at such other office or agency as of the Company as it may designate, accompanied designate by payment notice in full, in lawful money writing to the Holder at the address of the United States, Holder appearing on the books of an amount equal the Company); and (iii) payment to the Company of the Exercise Price then applicable Purchase Price multiplied by in effect for the number of Warrant Shares then being purchased upon such exercise. (b) Each shares of Common Stock specified in the above-mentioned exercise of this form together with applicable stock transfer taxes, if any. The Warrant shall be deemed to have been effected exercised, in whole or in part to the extent specified, immediately prior to the close of business on the day on which date the Warrant is surrendered and payment is made in accordance with the foregoing provisions of this Warrant shall have been surrendered to the Company as provided in subsection l(a) above. At such timeSection 2, and the person or persons in whose name or names any the certificates for Warrant Shares Common Stock shall be issuable upon such exercise as provided in subsection l(c) below shall be deemed to have become the holder or holders of record of such Common Stock at that time and date. Certificates representing the Warrant Shares represented by such certificates. Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding three (c3) As soon as practicable business days, after the exercise of the purchase right rights represented by this Warrant, Warrant shall have been so exercised. In the Company event that the Warrant is exercised in respect of less than all of the Shares specified herein at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject any time prior to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled upon such exercise 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 onlyExpiration Date, a new warrant or warrants (dated certificate evidencing the date hereof) remaining portion of like tenor, stating on the face or faces thereof Warrant will be issued by the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveCompany.

Exercise. (a) This The rights represented by this Warrant may be exercised by Registered Holder, in whole or in partpart at any time during the Exercise Period, by delivery of the following to the Company at its address set forth on the signature page hereto (or at such other address as it may designate by notice in writing to the Holder): (A) An executed Notice of Exercise in the form attached hereto; (B) Payment of the Exercise Price either (i) in cash or by check or (ii) pursuant to Section 2.2 below; and (C) This Warrant. Execution and delivery of the Notice of Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares, if any. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three business days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office and payment of the Company, or at such other office or agency aggregate Exercise Price as set forth above. This Warrant shall be deemed to have been exercised on the Company may designate, accompanied by payment in full, in lawful money of date the United States, of an amount equal to the then applicable Purchase Exercise Price multiplied is received by the number of Warrant Company. The person in whose name any certificate or certificates for Exercise Shares then being purchased are to be issued upon such exercise. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to become the close holder of business record of such shares on the day date on which this Warrant shall have been was surrendered to and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company as provided in subsection l(a) above. At are closed, 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 l(c) below shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Subject to the final sentence of this paragraph and to the extent permitted by law, the Company’s obligations to issue and deliver Exercise Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or holders inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of record any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Warrant Shares represented by such certificates. (c) As soon as practicable after Company to the exercise Holder in connection with the issuance of the purchase right represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, orExercise Shares. The Holder shall, subject to the following proviso, have the right to pursue any remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Exercise Shares upon exercise of this Warrant as required pursuant to the terms and conditions hereof; provided, however, that notwithstanding anything to the contrary in this Warrant or in the Settlement Agreements, if the Company is for any reason unable to deliver Exercise Shares upon exercise of this Warrant as required pursuant to the terms hereof, the Company shall have no obligation to such pay to the Holder any cash or other individual consideration or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates otherwise “net cash settle” this Warrant. Except for the number of full shares of Warrant Shares to which Registered Holder shall be entitled upon such exercise plus, cash 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, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) aboveSection 5, this Warrant may not be settled by the Company for cash to the Holder in lieu of Common Stock.

Exercise. (a) This Warrant may be exercised by Registered Holderthe Holder at any time during the Exercisability Periods; provided, however, that in the event of (1) the sale of all or substantially all the assets of the Company to an entity other than Microvision, Inc. (“Microvision”), or (2) the closing of the acquisition of the Company by an entity other than Microvision by means of merger, consolidation or other transaction or series of related transactions which results in the shareholders of the Company prior to such transaction not owning, directly or indirectly, at least 50% of the voting power of the surviving entity (or its parent), this Warrant shall, on the date of such event, no longer be exercisable and become null and void. In the event of a proposed transaction of the kind described in this Section 1.2(a), the Company shall notify the holder of the Warrant at least 20 days prior to the consummation of such event or transaction. (b) Subject to the provisions of Section 1.1 and Section 1.2(a), this Warrant may be exercised, in whole or in part, by delivering to the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) Company at the principal office of the Company, address set forth in Section 9.3 hereof (or at such other office or agency as of the Company as it may designatedesignate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) (1) this Warrant certificate, accompanied by payment in full(2) a certified or cashier’s check payable to the Company, or canceled indebtedness of the Company to the Holder, in lawful money the amount of the United States, of an amount equal to the then applicable Purchase Exercise Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on shares for which this Warrant shall have been surrendered to is being exercised (the Company “Purchase Price”), and (3) the Notice of Cash Exercise attached as provided in subsection l(a) aboveExhibit A duly completed and executed by the Holder. At such timeUpon exercise, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l(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, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by 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 Registered Holder shall be entitled upon such exercise plus, to receive from the Company a stock certificate 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, stating on the face or faces thereof proper form representing the number of shares currently stated on Eligible Shares of Warrant Stock purchased. (1) Subject to the face Exercisability Periods set forth in Section 1.1 above, and notwithstanding the payment provisions set forth in Section 1.2(b) above, if at any time after one year has elapsed from the date of issuance of this Warrant minus the Company does not have available both an effective Registration Statement as provided under Section 5.2 of the Note Purchase Agreement and a current prospectus covering the Eligible Shares hereunder, the Holder may elect to convert all or any portion of this Warrant into Eligible Shares of Warrant Stock effective upon delivery to the Company of the Notice of Net Issuance Exercise attached as Exhibit B duly completed and executed by the Holder, provided that the original of this Warrant is surrendered at the office of the Company at the address set forth in Section 9.3 within five (5) days of the delivery of such Notice of Net Issuance, in which case the Company shall issue to the Holder the number of such Eligible Shares of Warrant Stock of the Company equal to the result obtained by (A) subtracting B from A, (B) multiplying the difference by C, and (C) dividing the product by A as set forth in the following equation: X = (A - B) x C: where: X = the number of Eligible Shares of Warrant Stock issuable upon net issuance exercise pursuant to the provisions of this Section 1.2(c). A = the Fair Market Value (as defined below) of one share of Warrant Stock on the date of net issuance exercise. B = the Exercise Price for one share of Warrant Stock under this Warrant. C = the number of Eligible Shares of Warrant Stock as to which this Warrant is being exercised. If the foregoing calculation results in a negative number, then no shares purchased by Registered Holder of Warrant Stock shall be issued upon such net issuance exercise as provided in subsection l(apursuant to this Section 1.2(c). (2) above.For purposes of the foregoing, the “Fair Market Value” of a share of Warrant Stock shall mean:

Exercise. (a) This The purchase rights represented by this Warrant may be exercised are exercisable by Registered Holderthe Warrantholder, in whole or in part, at any time, or from time to time during the period set forth in Section 1 above, by tendering the surrender Company at its principal office a notice of this Warrant exercise in the form attached hereto as Exhibit A (with the "Notice of Exercise"), duly completed and executed. Upon receipt of the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at and the principal office payment of the CompanyExercise Price in accordance with the terms set forth below, 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 will issue to the then applicable Purchase Price multiplied by Warrantholder a certificate for the number of Warrant Shares then being shares of Stock of the Company purchased and will execute the Notice of Exercise indicating the number of shares of Stock which remain subject to future purchases, if any. The person or persons in whose name(s) any certificate(s) representing shares of Stock will be issued upon such exercise. (b) Each exercise of this Warrant shall will be deemed to have become the holder(s) of record of the Shares represented thereby (and such shares will 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 to is exercised. In the Company as provided in subsection l(a) above. At such time, the person or persons in whose name or names event of any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l(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 rights represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number Shares so purchased will be delivered to the 2 Warrantholder or its designee as soon as practical and in any event within thirty (30) days after receipt of full shares of such notice and, unless this Warrant Shares to which Registered Holder shall be entitled upon such exercise 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 onlyhas been fully exercised or expired, a new warrant or warrants (dated Warrant representing the date hereof) remaining portion of like tenorthe Shares, stating on the face or faces thereof the number of shares currently stated on the face of if any, with respect to which this Warrant minus will not then have been exercised will also be issued to the number of Warrantholder as soon as possible and in any event within such shares purchased by Registered Holder upon such exercise as provided in subsection l(athirty (30) aboveday period.

Exercise. 2 (a) This Warrant may be exercised by Registered Holder, in whole or in part, at any time and from time to time after the First Calculation Date by the surrender (in person or by notice as provided in Article 12 hereof) of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office offices of the CompanyCompany located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, together with: (i) (A) the form of subscription following the signature page of this Warrant executed by Holder, and (B) payment, by certified or at such other office or agency as official bank check payable to the order of the Company may designate, accompanied or by payment in fullwire transfer to the Company's account, in lawful money the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Warrant Price then in effect; provided, however, if the Bank or any Person affiliated with the Bank is the Holder at the time of any exercise under this Section 1.1(a)(i), in lieu of paying by certified or official bank check or wire transfer as provided in Section 1.1(a)(i)(B), the Bank may at its option execute and deliver to the Company a certificate of reduction (the "Certificate of Reduction") in the form following the signature page of this Warrant, which Certificate of Reduction shall reduce the amount of the United StatesPNC Debt by the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Warrant Price then in effect, and in each instance where the Bank so executes and delivers a Certificate of an amount equal Reduction and the Holder hereof exercises its right to effect payment pursuant to the then applicable Purchase Certificate of Reduction in lieu of paying by certified or official bank check or wire transfer as provided in Section 1.1(a)(i)(B) the same shall be as legal, valid, binding and enforceable against the Company as if the Company had received the certified or official bank check or wire transfer referred to in Section 1.1(a)(i)(B); or (ii) the form of cashless exercise election (a "Cashless Exercise") following the signature page of this Warrant executed by Holder. Such presentation and surrender constituting a Cashless Exercise shall be deemed a waiver of Holder's obligation to pay all ----------------- or any portion of the Warrant Price multiplied in the manner contemplated by Subsection 1.1(a)(i) hereof or otherwise. In the event of a Cashless Exercise, Holder shall exchange this Warrant for that number of shares of Common Stock determined by multiplying the number of Warrant Shares then being purchased upon such exerciseexercised by a fraction, the numerator of which shall be the difference between the Market Price and the Warrant Price per share of Common Stock, and the denominator of which shall be the Market Price per share of Common Stock. (b) Each exercise of If 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 is not exercised in subsection l(a) above. At such timefull, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l(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 WarrantCompany, the Company at its expense will use its best efforts sole cost expense, shall forthwith issue and deliver to cause to be issued or upon the order of Holder, a new Warrant of like tenor in the name ofof Holder or as Holder may request, and delivered to, Registered Holder, or, subject to calling in the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates aggregate on the face thereof for the number of full shares of Warrant Shares Common Stock equal (without giving effect to which Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share adjustment therein) to which Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (iii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of such shares currently stated called for on the face of this Warrant minus (ii) the number of such shares purchased by Registered Holder upon such exercise for which this Warrant shall have been exercised without giving effect to any adjustment in number as provided a result of changes in subsection l(a) the Warrant Price called for above. (c) If the Warrant Price is adjusted pursuant to Section 8 of this Warrant, the number of Warrants to which Holder is entitled shall be adjusted by multiplying the number of Warrants to which Holder is entitled immediately prior to such adjustment by a fraction, the numerator of which is the Warrant Price prior to such adjustment and the denominator of which is the Warrant Price after such adjustment.