Common use of Exercise Clause in Contracts

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth belowbelow in this Section 2.2, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth belowbelow in this Section 2.2, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth belowbelow in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. (a) Payment may be made either in (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) --- A --------- Where X = X= the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation) 3. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.

Exercise. Payment (a) This Warrant may be made either (i) exercised during the Exercise Period by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a number United States, of shares the Purchase Price payable in respect of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of Common Stock the Purchase Price payable upon an exercise of this Warrant by canceling that number of Warrant Shares subject to be issued this Warrant equal to the Holder Y = quotient determined by dividing (i) the total Purchase Price payable in respect of the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is Shares being exercised, the portion of the Warrant being exercised purchased upon such exercise by (at the date of such calculationii) A = the Fair Market Value per share of one Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date"). If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Company’s Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which 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, 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 calculationshares called for on the face of this Warrant minus the sum of (a) B = Exercise Price (as adjusted to the date number of such calculation)shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, (iii) by application of amounts due to the Holder under and in accordance with the terms of the Seven Percent (7%) Convertible Note dated the date hereof issued by the Company to the Holder (the “Note”), or (iiiiv) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=X = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. (a) Payment may be made either in (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) --- A Where X = X= the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation) 3. Adjustment for Reorganization, Consolidation, Merger, etc.

Exercise. (a) Payment may be made either in (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment (a) This Warrant may be made either exercised by the Registered Holder, in whole or in part, as follows: (i1) by surrendering this Warrant, with a Notice of Exercise in cash the form of Annex A hereto (the “Notice of Exercise”) duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder’s duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company, or at such other office or agency as the Company together may designate in writing (the “Company’s Office”), accompanied by payment in full, in lawful money of the United States, of the Exercise Price payable in respect of the number of Shares purchased upon such exercise; or (2) by surrendering this Warrant, with a Notice of Cashless Exercise in the properly endorsed form of Annex B attached hereto (a “Cashless Exercise”) duly executed by such Registered Holder or by such Registered ▇▇▇▇▇▇’s duly authorized attorney, at the Company’s Office. Such presentation and surrender shall be deemed a waiver of the Registered ▇▇▇▇▇▇’s obligation to pay the Exercise Price for the Shares. In the event of a Cashless Exercise, the Registered Holder shall exchange this Warrant for that number of Shares equal to the number of Shares specified in such Notice of Cashless Exercise multiplied by a fraction, the numerator of which shall be the difference between the then current market value per share of Common Stock and the Exercise Price per Share, and the denominator of which shall be the then current market value per share of Common Stock. For purposes of any computation under this Warrant, the then current market value per share of Common Stock at any date (the “Market Value”) shall be deemed to be either (A) in which the event the Company shall issue to the Holder a number of shares of Common Stock computed using are not admitted to trading or listed on any national securities exchange, the following formula: X=Y highest price per share of Common Stock that the Company could reasonably obtain from a willing buyer (A-Bwho is not a current employee, director, manager or Affiliate of the Company) A Where X = the number of for shares of Common Stock to be issued to sold by the Holder Y = Company, from authorized but unissued shares of Common Stock, as determined in good faith by the number Board of Directors of the Company or (B) in the event the shares of Common Stock purchasable under are admitted to trading or listed on a national securities exchange or sold “over the Warrant or, if only a portion counter,” the last sale price of the Warrant is being exercised, the portion shares of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at on the date of such calculation) B = Exercise Price (as adjusted business day prior to the date of the Cashless Exercise or, in case no such calculationreported sales take place on such day, the average of the last reported bid and asked prices of such shares of Common Stock on such day, in either case on the principal national securities exchange or “over the counter” market on which such stock is admitted to trading or listed. (b) So long as this Warrant shall be outstanding, if the Company proposes to enter into a Mandatory Exercise Transaction (as defined below), then in any such case, the Company shall cause to be mailed by certified mail or overnight carrier to the Investor, at least 20 days prior to the date such proposed Mandatory Exercise Transaction is to be effectuated, a notice containing (i) a brief description of the proposed Mandatory Exercise Transaction; and (ii) the date upon which such proposed Mandatory Exercise Transaction is to take place. The failure to give such notice, however, shall not affect the validity of any proposed Mandatory Exercise Transaction for which the notice was required to be given but shall relieve the Investor of its obligation to exercise its Warrants pursuant to this provision. During the period beginning on the date of the Investor’s receipt of such notice and ending on the date that is three days prior to the date upon which such proposed Mandatory Exercise Transaction is to take place, as set forth in the notice (the “Mandatory Exercise Period”), the Investor must exercise its right, in accordance with all applicable conditions of exercise set forth in this Warrant, to purchase all of the shares of Common Stock that the Investor is entitled to purchase hereunder; provided, however, that Investor may condition its exercise upon, set the effective time of such exercise as immediately prior to, the occurrence or consummation of the proposed Mandatory Exercise Transaction. If the Investor fails to so exercise such right within the Mandatory Exercise Period then, upon the occurrence or consummation of the proposed Mandatory Exercise Transaction, this Warrant shall be deemed to have been automatically exercised under Section 1(a)(2) above immediately prior to the occurrence or consummation of the proposed Mandatory Exercise Transaction. For purposes hereof, a “Mandatory Exercise Transaction” shall mean any of the following:

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a number United States, of shares the Exercise Price payable in respect of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares Warrant Shares issued upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of Common Stock to be issued to the Holder Y = Exercise Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Exercise Price payable in respect of the number of shares Warrant Shares being issued upon such exercise by (ii) the excess of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value per share of one Common Stock as of the effective date of exercise, as determined pursuant to subsection 2(c) below (the "Exercise Date") over the Exercise Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares issuable pursuant to this method, then the number of Warrant Shares so issuable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Exercise Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq Stock Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the last reported sale price per share of Common Stock thereon for the ten consecutive trading days ending on the day immediately prior to the Exercise Date; (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Stock Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined in good faith by the Board of Directors to represent the fair market value per share of the Company’s Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within a forty-five day period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined in good faith by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 2(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 2(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 2(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which 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 4 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such calculationshares called for on the face of this Warrant minus the sum of (a) B = the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Exercise Price payable upon such exercise pursuant to subsection 2(b) above. (e) Notwithstanding the foregoing, the Warrant shall become immediately exercisable by the Registered Holder upon (i) the occurrence of an Event of Default (as adjusted to defined in the Second Extension Agreement dated March 11, 1999 by and among the Registered Holder, Fleet Bank-N.H., the Company and certain of its subsidiaries (the "Second Extension Agreement")) or (ii) the mailing date of such calculationwritten notice by the Company of its intention to exercise its right under Section 8 to redeem Available Warrant Shares (as defined under subsection 8(a)).

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) --------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. (a) Payment may be made either at the option of the Holder by either: (i) in cash by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by “cashless exercise” method by delivery of the this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (AX= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Subscription Agreement, regardless of whether subsequent changes or modifications have been made to this Warrant or the exercise price.

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, (iii) by application of amounts due to the Holder under and in accordance with the terms of the Convertible Term Note dated the date hereof issued by the Company to the Holder (the “Note”), or (iiiiv) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. (a) Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if (i) shares of Common Stock to be issued upon the exercise of this Warrant have not been registered on a Registration Statement (as defined in the Registration Rights Agreement) that remains effective at the time of exercise of this Warrant (but only to the extent that this Warrant is exercised after the Effectiveness Date (as defined in the Registration Rights Agreement)) and (ii) the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=X= Where X = Y (A= A = B = Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth belowbelow in this Section 2.2, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) -------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) ----- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment may be made either In order to exercise this Option with respect to all or any part of the Shares for which this Option is at the time exercisable, Optionee must take the following actions: (a) Execute and deliver to the Company a written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A; and (b) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: (i) in cash Cash or by certified or official bank check made payable to the order of the Company equal to the applicable aggregate Exercise Price, Company; or (ii) A promissory note payable to the Company, but only to the extent authorized by delivery the Company. Should the Common Stock be registered under Section 12 of the WarrantSecurities Exchange Act of 1934, or as amended (the “Exchange Act”) at the time the Option is exercised, then the Exercise Price may also be paid as follows: (iii) In shares of Common Stock and/or Common Stock receivable upon exercise held by Optionee for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or (iv) To the extent the Option is exercised for vested Shares, through a special sale and remittance procedure pursuant to which Optionee shall concurrently provide irrevocable instructions (a) to a Company-approved brokerage firm to effect the immediate sale of the Warrant in accordance with purchased shares and remit to the formula set forth belowCompany, or (iii) by a combination of any out of the foregoing methodssale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the number purchased shares plus all applicable Federal, State and local income and employment taxes required to be withheld by the Company by reason of shares of Common Stock specified in such Exercise Notice exercise; and (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable b) to the Holder per Company to deliver the terms of this Warrantcertificates for the purchased shares directly to such brokerage firm in order to complete the sale (a “cashless exercise transaction”). (v) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of the Company’s Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for Option by payment of cash, the Holder Optionee may elect to receive shares equal to the value (as determined below) of this Warrant Option (or the portion thereof being exercisedcanceled) by surrender of this Warrant Option at the principal office of the Company together with the properly endorsed Notice of Exercise Notice in which event the Company shall issue to the Holder Optionee a number of shares of Common Stock computed using the following formula: X=formula (a “net issuance transaction”): X = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Optionee Y = the number of shares of Common Stock purchasable under the Warrant Option or, if only a portion of the Warrant Option is being exercised, the portion of the Warrant Option being exercised canceled (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)) For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged that the Common Stock issuable upon exercise of this Option in a net issuance transaction shall be deemed to have been acquired at the time this Option was issued. Moreover, it is intended, understood and acknowledged that the holding period for the Common Stock issuable upon exercise of this Option in a net issuance transaction shall be deemed to have commenced on the date this Option was issued. (c) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of Federal and State securities laws. (d) Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, State and local income and employment tax withholding requirements applicable to the Option exercise, if any. (e) If requested, execute and deliver to the Company a written statement as provided for in Paragraph 11 hereof.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a number United States, of shares the Exercise Price payable in respect of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares Warrant Shares issued upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of Common Stock to be issued to the Holder Y = Exercise Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Exercise Price payable in respect of the number of shares Warrant Shares being issued upon such exercise by (ii) the excess of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value per share of one Common Stock as of the effective date of exercise, as determined pursuant to subsection 2(c) below (the "Exercise Date") over the Exercise Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares issuable pursuant to this method, then the number of Warrant Shares so issuable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Exercise Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq Stock Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the last reported sale price per share of Common Stock thereon for the ten consecutive trading days ending on the day immediately prior to the Exercise Date. (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Stock Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined in good faith by the Board of Directors to represent the fair market value per share of the Company’s Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within a forty-five day period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined in good faith by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 2(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 2(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 2(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which 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 4 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such calculationshares called for on the face of this Warrant minus the sum of (a) B = the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Exercise Price payable upon such exercise pursuant to subsection 2(b) above. (e) Notwithstanding the foregoing, this Warrant shall become immediately exercisable by the Registered Holder upon (i) the occurrence of an Event of Default (as adjusted to defined in the Second Extension Agreement) or (ii) the mailing date of such calculationwritten notice by the Company of its intention to exercise its right under Section 8 to redeem Available Warrant Shares (as defined under subsection 8(a)).

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) ----- A Where X = X= the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation)

Exercise. (a) Payment may be made either (i) either in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of Common Stock of the Company having a Fair Market Value equal to the Exercise Price, (iii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the this Warrant in accordance with the formula set forth in subsection (b) below, or (iiiiv) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (AX= Y(A-B) ------ A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder’s duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a number United States, of shares the Purchase Price payable in respect of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of Common Stock to be issued to the Holder Y = Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (ii) the excess of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value per share of one Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq Capital Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Capital Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Company’s Common Stock (at including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the date Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such calculationa determination within the three-month period prior to the Exercise Date, then (A) B = Exercise Price the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (as adjusted B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Notwithstanding anything to the contrary herein, each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on such day which is 61 days subsequent to the date on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (such subsequent day the “Exercise Date”). On the Exercise Date and not before, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. Prior to the Exercise Date such person or persons shall continue to be deemed to be owners of this Warrant and not of any corresponding underlying Warrant Shares. Provided this Warrant is surrendered on or prior to the Expiration Date, this Warrant may be exercised in accordance with the terms and conditions herein notwithstanding the fact that the Exercise Date may be later than the Expiration Date. This Section 1(c) shall survive the termination or voiding of this Warrant and continue in full force and effect. (d) As soon as practicable after the exercise of this Warrant in full or in part on the Exercise Date, and in any event within 3 business days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such 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, 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 calculation)shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise and paid for in cash pursuant to subsection 1(a) (if any) plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. Payment may be made either (a) Each Series K Warrant shall entitle the Holder thereof to purchase, during the Exercise Period for the Series K Warrants, for each Series K Warrant evidenced thereby, (i) in cash or by certified or official bank check payable to the order a number of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon equal to the Series K Warrant Exercise Rate in effect immediately prior to the Close of Business on the relevant Exercise Date, subject to Section 3.06, at an exercise of the price equal to $9.00 per Series K Warrant (subject to amendment from time to time in accordance with Section 4.06, the formula “Series K Warrant Exercise Price”) or (ii) if the relevant Exercise Date falls in a Net Exercise Period with respect to the Series K Warrants, a number of shares of Common Stock determined as set forth belowin Section 3.08 (and notwithstanding anything to the contrary in this Agreement, the Holder will not be required to pay the Series K Warrant Exercise Price in respect of such Series K Warrant). Each Series A Warrant shall entitle the Holder thereof to purchase, during the Exercise Period for the Series A Warrants, for each Series A Warrant evidenced thereby, (i) a number of shares of Common Stock equal to the Series A Warrant Exercise Rate in effect immediately prior to the Close of Business on the relevant Exercise Date, subject to Section 3.06, at an exercise price equal to $13.00 per Series A Warrant (subject to amendment from time to time in accordance with Section 4.06, the “Series A Warrant Exercise Price”) or (ii) if the relevant Exercise Date falls in a Net Exercise Period with respect to the Series A Warrants, a number of shares of Common Stock determined as set forth in Section 3.08 (and notwithstanding anything to the contrary in this Agreement, the Holder will not be required to pay the Series A Warrant Exercise Price in respect of such Series A Warrant). Each Series Z Warrant shall entitle the Holder thereof to purchase, during the Exercise Period for the Series Z Warrants, for each Series Z Warrant evidenced thereby, (i) a number of shares of Common Stock equal to the Series Z Warrant Exercise Rate in effect immediately prior to the Close of Business on the relevant Exercise Date, subject to Section 3.06, at an exercise price equal to $17.00 per Series Z Warrant (subject to amendment from time to time in accordance with Section 4.06, the “Series Z Warrant Exercise Price”) or (ii) if the relevant Exercise Date falls in a Net Exercise Period with respect to the Series Z Warrants, a number of shares of Common Stock determined as set forth in Section 3.08 (and notwithstanding anything to the contrary in this Agreement, the Holder will not be required to pay the Series Z Warrant Exercise Price in respect of such Series Z Warrant). Holders may exercise all or a portion of their Warrants or choose not to exercise any Warrants at all, or may otherwise sell or transfer their Warrants, in each case, in their sole and absolute discretion. (iiib) by The applicable Warrant Exercise Price must be paid in cash except as provided in Section 3.08. (c) Subject (in the case of exercise of a combination Warrant of any of the foregoing methodsa Series for which a Net Exercise Period is in effect) to Section 3.08(c), for the number of shares of Common Stock specified issuable in such Exercise Notice (as such respect of any exercise number of Warrants represented by a Global Warrant shall be adjusted determined by the Depositary (or, as may be agreed from time to reflect any adjustment time between the Calculation Agent and the Company, the Calculation Agent) in accordance with this Agreement; and provided further, however, that in the total event the Company disagrees in good faith with any such calculation, the Company may make such calculation in good faith or appoint an Independent Advisor to make such calculation, and the Company’s (or, as the case may be, such Independent Advisor’s) calculation shall be determinative and final and binding on the Depositary, the Warrant Agent, the Calculation Agent, the Holders and (where such calculation is made by an Independent Advisor) the Company. Subject (in the case of exercise of a Warrant of a Series for which a Net Exercise Period is in effect) to Section 3.08(c), the number of shares of Common Stock issuable in respect of any exercise of Warrants represented through the Company’s direct registration system or the Warrant Agent’s other book-entry procedures shall be determined by the Warrant Agent (or, as may be agreed from time to time between the Holder per the terms of this Warrant) Calculation Agent and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashCompany, the Holder may elect to receive shares equal to Calculation Agent) in accordance with this Agreement; and provided further, however, that in the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exerciseddisagrees in good faith with any such calculation, the portion of the Warrant being exercised (at the date of Company may make such calculation in good faith or appoint an Independent Advisor to make such calculation) A = the Fair Market Value of one share of , and the Company’s Common Stock (at or, as the date of case may be, such calculationIndependent Advisor’s) B = Exercise Price calculation shall be determinative and final and binding on the Warrant Agent, the Calculation Agent, the Holders and (as adjusted to where such calculation is made by an Independent Advisor) the date of such calculation)Company.

Exercise. Payment This Warrant may be made either exercised by the holder hereof in whole or in part (ibut not as to fractional shares of Common Stock) by the surrender of this Warrant and delivery of an executed Notice of Exercise in cash the form appended hereto duly executed by such holder to the Company at its principal office at any time or times within the period specified above, accompanied by payment for the Common Stock as to which this Warrant is being exercised by wire transfer to an account designated by the Company or by certified or official bank check payable to check. In the order event of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon a partial exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) , this Warrant will be canceled and the Holder shall thereupon be entitled to receive Company will deliver a new Warrant of like tenor representing the number balance of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashpurchasable hereunder. Alternatively, the Holder holder hereof may elect to receive exercise the rights represented by this Warrant in whole or in part (but not as to fractional shares equal to of Common Stock) by the surrender of this Warrant and delivery of an executed Notice of Exercise specifying that the value (as determined below) of this Warrant (or shall be the portion thereof being exercised) by surrender consideration for the shares of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice Common Stock, in which event the Company shall issue to the Holder holder a number of shares of Common Stock computed using the following formula: X=X = Y (A-B) ------- A Where Where: X = the number of shares of Common Stock to be issued to the Holder holder. Y = the number of shares of Common Stock purchasable under the issuable upon exercise of this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at on the date of such calculation) delivery of the Notice of Exercise. A = the Fair Market Value current fair market value of one share of Common Stock. B = Warrant Price. As used herein, current fair market value of the Common Stock shall mean the numerical average of fair market value per share of Common Stock over a period of 21 days consisting of the day on which the Notice of Exercise is received by the Company and the 20 consecutive business days prior to such day. The fair market value per share of Common Stock for any day shall mean the average of the closing prices of the Company’s 's Common Stock (sold on all securities exchanges on which the Common Stock may at the date time be listed or as quoted on the Nasdaq system, or, if there have been no sales on any such exchange or any such quotation on any day, the average of the highest bid and lowest asked prices on all such exchanges or such Nasdaq system at the end of such calculationday, or, if on any day the Common Stock is not so listed, the average of the representative bid and asked prices quoted in the Nasdaq system as of 4:00 p.m., New York City time, or, if on any day the Common Stock is not quoted in the Nasdaq system, the average of the highest bid and lowest asked price on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization. If at any time the Common Stock is not listed on any securities exchange or quoted in the Nasdaq system 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) B = Exercise Price (for shares of Common Stock sold by the Company, from authorized but unissued shares, as adjusted determined in good faith by the Board of Directors of the Company. Notwithstanding the foregoing, if the Company shall engage in an Acquisition Transaction, as defined below, the current fair market value of the Common Stock shall be determined with reference to the date value ascribed to the Company by the terms of such calculation)the Acquisition Transaction. An "Acquisition Transaction" is (i) the closing of the sale of all or substantially all of the assets of the Company or (ii) a consolidation or merger or other business combination to which more than 50% of the equity ownership of the Company (calculated on a fully-diluted basis) has been transferred.

Exercise. Payment This Warrant may be made either exercised by the Holder hereof by surrendering it to the Company, with an exercise notice, in the form attached hereto (the “Exercise Notice”), appropriately completed and duly executed, and by paying in full the Warrant Price for each full Warrant Share as to which this Warrant is exercised as follows (at the election of the Holder): (i) with respect to the exercise of this Warrant on a “cash basis”, by wire transfer of immediately available funds, in cash good certified check or by certified or official good bank check draft payable to the order of the Company; provided, that the Holder provides the information on the Exercise Notice that is reasonably necessary for the Company equal to issue the applicable aggregate Exercise Price, Warrant Shares in compliance with U.S. federal securities law; (ii) with respect to the exercise of this Warrant on a “cashless basis” by delivery surrendering this Warrant for that number of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise equal to the quotient obtained by dividing (x) the product of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such underlying this Warrant or any portion thereof being exercised (at the election of the Holder), multiplied by the difference between the Fair Market Value and the Warrant Price by (y) the Fair Market Value. “Fair Market Value” means (A) if at the time of exercise the Common Stock is listed or quoted for trading on the New York Stock Exchange, the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, OTC Bulletin Board or any other national securities or over-the-counter exchange (each, an “Exchange”), then the average last sale price of a share of Common Stock for the ten trading days ending on the third trading day prior to the date on which notice of exercise of this Warrant is sent to the Company (the “Exercise Notice Date”); or (B) if at the time of exercise the Common Stock is not listed or quoted for trading on an Exchange, then the fair market value, of a share of Common Stock as such exercise number shall be adjusted to reflect any adjustment determined by the Board of Directors of the Company (the “Board”) in its good faith judgment; provided, however, that notwithstanding the total number foregoing, the issuance of shares of Common Stock issuable or other securities upon the exercise of this Warrant shall be made without charge to the Holder per for any issue in respect thereof; provided further, however if at any time the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than not a “covered security” under Section 18(b) of the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashSecurities Act, the Holder may elect to receive shares equal to Company may, at its option, require the value (as determined below) exercise of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only made on a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)“cashless basis.”

Exercise. (a) Payment upon exercise may be made at the option of the Holder either in (i) in cash cash, wire transfer or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Purchase Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable issuable upon exercise of the Warrant Warrants in accordance with the formula set forth below, Section (b) below or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any the immediately preceding sentence, payment upon exercise may be made in the manner described in Section 2(b) below, only with respect to Warrant Shares not included for unrestricted public resale in an effective registration statement. (b) Subject to the provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Purchase Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercisedcancelled) by surrender delivery of this Warrant at the principal office of a properly endorsed Subscription Form delivered to the Company together with the properly endorsed Exercise Notice by any means described in Section 12, in which event the Company shall issue to the Holder holder a number of shares of Common Stock computed using the following formula: X=X= Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the A= Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise B= Purchase Price (as adjusted to the date of such calculation)) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Subscription Agreement.

Exercise. (a) Payment may be made either in (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) --- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) if there is not an effective registration statement covering the resale of the shares of Common Stock underlying this Warrant, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the immediately following sentence and the formula set forth belowcontained therein, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) --------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a number United States, of shares the Purchase Price payable in respect of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of Common Stock to be issued to the Holder Y = Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (ii) the excess of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value (as defined below) per share of one Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the number of Warrant Shares minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the trading day immediately preceding the Exercise Date. (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Company’s Common Stock (including, without limitation, a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (a) the Fair Market Value per share of Common Stock shall be amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which 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, 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 calculationshares called for on the face of this Warrant minus the sum of (a) B = Exercise Price (as adjusted to the date number of such calculation)shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. Payment Subject to Section 10, this Warrant may be made either converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (iin the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by certified or official bank check payable to the order of the Company equal to Company, in the applicable amount of the aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of Price for the Warrant in accordance with the formula set forth below, or (iii) Shares covered by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided hereinexercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant for cashpursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder may elect to receive shares (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value (as determined below) of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) by surrender immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant at (or such portion thereof) immediately prior to the principal office exercise of the Company together with Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Current Market Value Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Warrant to the "exercise" of any Warrants, and the use of the term "exercise" herein, shall be deemed to include, without limitation, any exercise of the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company’s Common Stock (, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the date name of Holder, reflecting the number of Warrant Shares remaining after such calculation) B = Exercise Price (as adjusted to the date of such calculation)exercise.

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=X= Y (A-B) --------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. (a) Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, ; (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-non assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised (at the date of such calculationDetermination Date) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculationDetermination Date) B = Exercise Price (as adjusted to the date of such calculationDetermination Date)

Exercise. (a) Payment may be made either (i) either in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of Common Stock of the Company having a Fair Market Value equal to the Exercise Price, (iii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the this Warrant in accordance with the formula set forth in subsection (b) below, or (iiiiv) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (AX= Y(A-B) ------ A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: 3 ---------------------------------------------------------------------------------------------------- X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment may be made either If, prior to an IPO, FPC proposes to make a sale, in a bona fide arm’s-length transaction or series of related transactions to a Person not controlled by Fox ▇▇▇▇▇ Management III, LLC, of the beneficial interests in at least 50% of its shares of Holdings Common Stock to a Proposed Transferee, including pursuant to a stock sale, merger, business combination, recapitalization, consolidation, reorganization, restructuring or similar transaction, FPC shall have the right (i) in cash or by certified or official bank check payable a “Drag-Along Right”), exercisable upon 15 days’ prior written notice to the order other Stockholders, to require the other Stockholders (other than any ▇▇▇ Investors) to sell their shares of the Company equal to the applicable aggregate Exercise PriceHoldings Common Stock, (ii) by delivery of the Warrantsell Holdings Convertible Securities, or shares of convert or exercise Holdings Convertible Securities into Holdings Common Stock and/or and sell such Holdings Common Stock receivable upon exercise of the Warrant Stock, in accordance with the formula set forth below, or (iii) each case in amounts elected by a combination of any of the foregoing methods, for FPC such that the number of shares of Holdings Common Stock specified or shares underlying Holdings Convertible Securities to be sold or converted is equal in such Exercise Notice the aggregate to the smallest whole number greater than (as such exercise number shall be adjusted to reflect any adjustment in a) the total number of shares of Holdings Common Stock issuable to owned by such Stockholder, plus the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a total number of shares of Holdings Common Stock computed using then issuable pursuant to Holdings Convertible Securities (whether vested or unvested) owned by such Stockholder, multiplied by (b) a fraction (i) the following formula: X=Y (A-B) A Where X = numerator of which is the number of shares of Holdings Common Stock (including shares then issuable on the exercise or conversion of Holdings Convertible Securities) FPC proposes to be issued sell to the Holder Y = Proposed Transferee and (ii) the denominator of which is the total number of shares of Holdings Common Stock held by FPC plus the total number of shares then issuable upon exercise or conversion of any Holdings Convertible Securities, if applicable, then exercisable or convertible by FPC, to the Proposed Transferee on the same terms and conditions and at the same price (in the case of Options the purchase price of each Option, respectively, shall be equal to the purchase price attributable to the number of shares of Holdings Common Stock purchasable under issuable upon exercise of such Option less the Warrant orexercise price thereof, if only a portion and in the case of the Warrant is being exercisedother Holdings Convertible Securities, the portion purchase price shall be as determined in good faith by the Board of the Warrant being exercised (at the date Directors of Holdings) as FPC would receive in connection with such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)transaction.

Exercise. (a) Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the this Warrant in accordance with the formula set forth in subsection (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below)) and there is no effective registration statement in place which lists the Shares of common stock underlying the Warrants, in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender . 06/30/2005 3 of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (AX= _Y(A-B) )_ A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)

Exercise. Payment Rights may be made either (i) in cash or by certified or official bank check payable exercised at any time prior to the order Expiration Date upon the terms and conditions set forth in the Prospectus and in this Agreement. a. An Eligible Rights Holder may exercise its Basic Subscription Right and, if desired, its Over-Subscription Right by completing and executing the exercise portion of the Company equal Rights Certificate and delivering it to the applicable aggregate Exercise Price, (ii) by delivery ▇▇▇▇▇ Fargo along with payment of the WarrantSubscription Price for the aggregate number of Common Shares subscribed for prior to 5:00 p.m. CDT on the Expiration Date. An Eligible Rights Holder must exercise such holder's Basic Subscription Right in full in order to be eligible to exercise its Over-Subscription Right. If an Eligible Rights Holder exercises its Basic Subscription Right in full, or the holder may exercise its Over-Subscription Right for as many shares of Common Stock and/or as such Eligible Rights Holder indicates on its Rights Certificate and for which the holder submits payment of the Subscription Price, subject to the availability of such shares and allocation set forth in Section 5(b). Any fractional share to which persons exercising their Basic Subscription Right would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole share. b. The Company will issue a maximum of 15,625,000 shares of Common Stock receivable in the Rights Offering. The number of shares of Common Stock available for Over-Subscription Rights will be 15,625,000 minus the number of shares of Common Stock purchased upon exercise of the Warrant Basic Subscription Rights. As soon as practicable after the Expiration Date, ▇▇▇▇▇ Fargo shall calculate the total number of shares that are available for the Over-Subscription Right. Upon calculating the number of shares to which each subscriber is entitled pursuant to the Over-Subscription Right and the amount overpaid, if any, by each subscriber, ▇▇▇▇▇ Fargo shall, as soon as practicable, furnish a list of all such information to the Company. (i) In the event that a sufficient number of shares of Common Stock are available, ▇▇▇▇▇ Fargo shall honor exercises of the Over-Subscription Rights in accordance with full. (ii) If there are not enough shares to satisfy all subscriptions pursuant to the formula set forth belowexercise of the Over-Subscription Rights, or ▇▇▇▇▇ Fargo shall allocate the available shares among the Eligible Rights Holders that over-subscribed in proportion to the number of shares of Common Stock subscribed for by exercising the Basic Subscription Right. However, if an Eligible Rights Holder's pro rata allocation exceeds the number of shares of Common Stock the Eligible Rights Holder requested, the Eligible Rights Holder will receive only the number of shares of Common Stock the Eligible Rights Holder requested, and the remaining shares from the Eligible Rights Holder's pro rata allocation will be divided among other Eligible Rights holders exercising their Over-Subscription Rights that have subscribed for additional shares of Common Stock in proportion to the number of shares subscribed for by that group of over-subscribing Eligible Rights Holders through the Over-Subscription Right. (iii) by a combination Any fractional share to which persons exercising their Over-Subscription Right would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole share. c. If an Eligible Rights Holder does not specify the number of any Rights being exercised on the Rights Certificate, or if payment is not sufficient to pay the total purchase price for all of the foregoing methodsshares of Common Stock that the Eligible Rights Holder indicated that the holder wished to purchase, such holder will be deemed to have exercised the maximum number of Rights that could be exercised for the amount of the payment received by ▇▇▇▇▇ Fargo. If payment exceeds the total purchase price for all of the Rights shown on the Rights Certificate, payment will be applied, until depleted, to subscribe for shares of Common Stock in the following order: (i) to subscribe for the number of shares of Common Stock specified in Stock, if any, that the Eligible Rights Holder indicated on the Rights Certificate that such Exercise Notice holder wished to purchase through the Basic Subscription Right; (as such exercise number shall be adjusted ii) to reflect any adjustment in the total number of subscribe for shares of Common Stock issuable until the Basic Subscription Right has been fully exercised; and (iii) to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable subscribe for additional shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein pursuant to the contraryOver-Subscription Right, if but subject to any applicable pro-ration. Any excess payment remaining after the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal foregoing allocation will be returned to the value eligible Rights Holder as soon as practicable by mail, without deduction or interest. ▇. ▇▇▇▇▇ Fargo shall accept any subscription if, prior to the Expiration Time, ▇▇▇▇▇ Fargo has received (as determined belowi) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office payment of the Company together with full Basic Subscription Price for the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y subscribed for and (A-Bii) A Where X = the number a properly completed and executed Notice of shares Guaranteed Delivery by facsimile (telecopy) or otherwise from a member firm of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion registered national securities exchange or a member of the Warrant National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States, guaranteeing delivery of a properly completed and executed Rights Certificate; provided, however, that ▇▇▇▇▇ Fargo shall not honor a Notice of Guaranteed Delivery unless a properly completed and executed Rights Certificate is being exercised, received by ▇▇▇▇▇ Fargo by 5:00 p.m. CDT on the portion of the Warrant being exercised (at third Nasdaq National Market trading day following the date of such calculation) A = the Fair Market Value of one share receipt by ▇▇▇▇▇ Fargo of the Notice of Guaranteed Delivery. e. The Subscription Price shall be paid in United States dollars, by (i) check or draft drawn on a United States bank, or a postal, telegraphic or express money order payable to ▇▇▇▇▇ Fargo or (ii) by wire transfer of same day funds to an account maintained by ▇▇▇▇▇ Fargo for the purpose of accepting subscriptions, in accordance with the following wire instructions: ▇▇▇▇▇ Fargo Bank, MN, N.A. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55075 Attn: Corporate Actions, Rigel Pharmaceuticals, Inc. Rights Offering ABA No. ▇▇▇▇▇▇▇▇▇ Account No. ▇▇▇▇▇▇▇ Account Name: "Rigel Pharmaceuticals, Inc. Subscription" f. Payment will be deemed to have been received by ▇▇▇▇▇ Fargo only upon: (i) clearance of any uncertified check; (ii) receipt by ▇▇▇▇▇ Fargo of any certified check or bank draft drawn upon a U.S. bank or of any postal, telegraphic or express money order; (iii) receipt by ▇▇▇▇▇ Fargo of collected funds transferred by wire transfer in ▇▇▇▇▇ Fargo's account designated above; or (iv) receipt of funds by ▇▇▇▇▇ Fargo through an alternative payment method approved by the Company’s Common Stock (at the date of . g. Once an Eligible Rights Holder has exercised Rights, such calculation) B = Exercise Price (as adjusted to the date of such calculation)exercise may not be revoked or rescinded.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered --------- Holder's duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a number United States, of shares the Purchase Price payable in respect of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of Common Stock to be issued to the Holder Y = Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (ii) the excess of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value per share of one Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Company’s Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which 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, 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 calculationshares called for on the face of this Warrant minus the sum of (a) B = Exercise Price (as adjusted to the date number of such calculation)shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. Payment Subject to Section 10, this Warrant may be made either converted or exercised by Holder, in whole or in part, at any time and from time to time on or after the Issuance Date and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (iin the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by certified or official bank check payable to the order of the Company equal to Company, in the applicable amount of the aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of Price for the Warrant in accordance with the formula set forth below, or (iii) Shares covered by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided hereinexercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant for cashpursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder may elect to receive shares (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value (as determined below) of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) by surrender immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant at (or such portion thereof) immediately prior to the principal office exercise of the Company together with Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Current Market Value Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Warrant to the "exercise" of any Warrants, and the use of the term "exercise" herein, shall be deemed to include, without limitation, any exercise of the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the Issuance Date. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company’s Common Stock (, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the date name of Holder, reflecting the number of Warrant Shares remaining after such calculation) B = Exercise Price (as adjusted to the date of such calculation)exercise.

Exercise. (a) Payment may be made either in (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = X= the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a number United States, of shares the Purchase Price payable in respect of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of Common Stock to be issued to the Holder Y = Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (ii) the excess of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value per share of one Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the B-1 (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Company’s Common Stock (at including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the date Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such calculation) B = Exercise Price (as adjusted a determination within the three-month period prior to the date Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such calculation)a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.

Exercise. Payment Subject to the terms hereof: the Warrants, evidenced by this Warrant Certificate, may be made either exercised at the Exercise Price in whole or in part at any time during the period (ithe “Exercise Period”) commencing on the next Business Day after the date of issuance hereof and terminating at the close of business on March 3, 2008 or such sooner date at the election of the Company and upon at least thirty (30) days prior written notice to the Registered Holder in the event that the M▇▇▇▇▇ M12 well indicates, by way of an independent engineering report, sustainable production, if developed, in excess of 7,500 barrels of oil per day (the “Expiration Date”). The Exercise Period may also be extended by the Company’s Board of Directors. A Warrant shall be deemed to have been exercised in immediately prior to the close of business on the date (the “Exercise Date”) of the surrender to the Company at its principal offices of this Warrant Certificate with the exercise form attached hereto executed by the Registered Holder and accompanied by payment to the Company, in cash or by certified or official bank check payable to the order or certified check, of the Company an amount equal to the applicable aggregate Exercise Price, (ii) by delivery in lawful money of the Warrant, or shares United States of Common Stock and/or Common Stock receivable America. The person entitled to receive the Shares issuable upon exercise of a Warrant or Warrants (“Warrant Shares”) shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise Date. The Company shall not be obligated to issue any fractional share interests in accordance with Warrant Shares issuable or deliverable on the formula set forth below, or (iii) by a combination exercise of any Warrant or script or cash with respect thereto, but, if Company elects not to issue a fractional share, the Company will pay a cash adjustment in respect of any fraction of a Warrant Share which would otherwise be issuable in an amount equal to the same fraction of the foregoing methodsamount by which the market price of a Share on the date of exercise exceeds the Exercise Price, such market price to be determined in good faith by the Board of Directors of the Company. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Promptly, and in any event within ten business days after the Exercise Date, the Company shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of shares Warrant Shares deliverable on such exercise. The Company may deem and treat the Registered Holder of Common Stock specified in such Exercise Notice (the Warrants at any time as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) absolute owner thereof for all purposes, and the Holder Company shall thereupon not be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding affected by any provisions herein notice to the contrary, if . The Warrants shall not entitle the Fair Market Value Registered Holder thereof to any of one share the rights of Common Stock is greater than shareholders or to any dividend declared on the Exercise Price (at Shares unless the date of calculation as set forth below), in lieu of exercising this Registered Holder shall have exercised the Warrants and thereby purchased the Warrant for cash, the Holder may elect to receive shares equal Shares prior to the value (as determined below) record date for the determination of this Warrant (holders of Shares entitled to such dividend or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)other right.

Exercise. Payment In order to exercise this Warrant, the exercise form attached hereto as Exhibit A (the "Exercise Notice") must be duly executed, completed and delivered to the Company, together with this Warrant and payment of the Exercise Price for the shares of the Common Stock being purchased. Such payment may be made either (i) made, at the option of the Holder, in cash or cash, by certified or official bank check payable to cashier's check, by wire transfer or in the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock manner specified in such Exercise Notice (as such exercise number the next succeeding paragraph. If the rights represented hereby shall not be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of exercised at or before 5:00 p.m., prevailing Eastern Time, on July 23, 2014, this Warrant) Warrant shall become and the Holder be void and without further force or effect and all rights represented hereby shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid cease and non-assessable shares of Common Stock (or Other Securities) determined as provided hereinexpire. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as hereinafter defined) of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y X=(Y) x (A-B) -------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)) The acquisition of shares via the above formula is hereby referred to as a "Cashless Exercise". For purposes hereof, the "Fair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean the average of the closing or last sale price reported for the last five business days immediately preceding the Determination Date.

Exercise. (a) Payment may be made either in (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued beissued to the Holder Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation) 3. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC. 3.1. REORGANIZATION, CONSOLIDATION, MERGER, ETC. In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other person, or (c) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4.

Exercise. (a) Payment may be made either in (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder's duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a number United States, of shares the Purchase Price payable in respect of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of Common Stock to be issued to the Holder Y = Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (ii) the excess of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value per share of one Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date; or, if no such price is reported on such date, the average of the high and low reported sale prices per share of Common Stock on the next preceding day with a trade (but not more than five trading days) (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Company’s Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such 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, 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 calculationshares called for on the face of this Warrant minus the sum of (a) B = Exercise Price (as adjusted to the date number of such calculation)shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. Payment may be made either (i) in cash or by -------- certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=X= Y * (A-B) ----- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a number United States, of shares the Purchase Price payable in respect of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of Common Stock to be issued to the Holder Y = Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (ii) the excess of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value per share of one Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Company’s Common Stock (including, without limitation, a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including, without limitation, a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which 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, 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 calculationshares called for on the face of this Warrant minus the sum of (a) B = Exercise Price (as adjusted to the date number of such calculation)shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = X= the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant Shares in accordance with the formula set forth belowpayment of this Section 2.2, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this WarrantWarrant Shares) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for paying the Exercise price in cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) ----- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) Notwithstanding anything contained herein to the contrary, if the Common Stock to be issued pursuant to this Warrant is registered on an effective registration statement, the Holder may only exercise this Warrant pursuant to Section 2.2(i).

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a number United States, of shares the Purchase Price payable in respect of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of Common Stock to be issued to the Holder Y = Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (ii) the excess of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value (as defined below) per share of one Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the number of Warrant Shares minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the trading day immediately preceding the Exercise Date. (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Company’s Common Stock (including, without limitation, a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof ) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (a) the Fair Market Value per share of Common Stock shall be amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which 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, 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 calculationshares called for on the face of this Warrant minus the sum of (a) B = Exercise Price (as adjusted to the date number of such calculation)shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. (a) Payment upon exercise may be made at the option of the Holder either in (i) in cash cash, wire transfer or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Purchase Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable issuable upon exercise of the Warrant Warrants in accordance with the formula set forth below, Section (b) below or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any . (b) Subject to the provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Purchase Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercisedcancelled) by surrender delivery of this Warrant at the principal office of a properly endorsed Subscription Form delivered to the Company together with the properly endorsed Exercise Notice by any means described in Section 1.2, in which event the Company shall issue to the Holder holder a number of shares of Common Stock computed using the following formula: X=X= Y (A-B) A Where X = X= the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the A= Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise B= Purchase Price (as adjusted to the date of such calculation)) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Subscription Agreement.

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) ----- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment Subject to the limitations set forth in Section 3, this Warrant may be made either exercised by the Holder hereof at any time during the Warrant Exercise Period by surrender of this Warrant to the Company at its principal office, together with (i) the form of subscription at the end hereof duly executed by such Holder, (ii) such other documents, statements, subscription agreements or other items as may be reasonably requested by the Company in cash or furtherance of its requirements pursuant to Section 3 below, and (iii) payment, by certified or official bank check payable to the order of the Company equal or by wire transfer to its account, in the applicable aggregate Exercise Price, (ii) amount obtained by delivery multiplying the number of the Warrant, or shares of Common Stock and/or for which this Warrant is then being exercised by the Exercise Price then in effect (such amount, the "Exercise Payment"), except that the Holder may, at its option, elect to pay the Exercise Payment by canceling a portion of this Warrant that is equal to the number of shares determined by dividing the Exercise Payment by (i) the Current Market Price as of the date of exercise or (ii) if the Current Market Price cannot be determined because the Common Stock receivable upon is not listed or admitted to unlisted trading on the New York Stock Exchange, another national securities exchange, or the National Market System, the Estimated Current Market Price (as hereinafter defined) (such manner of payment, a "Non-Cash Exercise Payment"). The "Estimated Current Market Price" means the amount most recently determined by the Company's Board of Directors in its reasonable discretion to represent the fair market value per share of the Common Stock (including without limitation a determination for purpose of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company). Upon request of the Holder, the Company's Board of Directors (or a representative thereof) shall promptly notify the Holder of the Estimated Current Market Price. Notwithstanding the foregoing, if the Company's Board of Directors has not made such a determination within the three-month period prior to an exercise of the Warrant in accordance with which the formula set forth belowHolder has elected to make a Non-Cash Exercise Payment, then (A) the Estimated Current Market Price shall be the amount next determined by the Company's Board of Directors in its reasonable discretion to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (iiiB) the Company's Board of Directors shall make such a determination within 15 days of a request by the Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection shall be delayed until such determination is made. 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 combination new Warrant or Warrants of like tenor and dated as of the date of this Warrant, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any of applicable transfer taxes) may request, calling in the foregoing methods, aggregate on the face or faces thereof for the number of shares of Common Stock specified in such Exercise Notice equal (as such exercise number shall be adjusted without giving effect to reflect any adjustment in the total number of shares of Common Stock issuable therein) to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable such shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to called for on the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) face of this Warrant (or minus the portion thereof being exercised) by surrender sum of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of such shares of Common Stock (without giving effect to be issued to the Holder Y = the number of shares of Common Stock purchasable under the any adjustment therein) for which this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being shall have been exercised (at the date including by way of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = a Non-Cash Exercise Price (as adjusted to the date of such calculationPayment).

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder’s duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a number United States, of shares the Purchase Price payable in respect of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of Common Stock to be issued to the Holder Y = Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (ii) the excess of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value per share of one Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the “Exercise Date”) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) of the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Company’s Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which 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, 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 calculationshares called for on the face of this Warrant minus the sum of (a) B = Exercise Price (as adjusted to the date number of such calculation)shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) ----------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation)

Exercise. (a) Payment may be made either in (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = X= the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a number United States, of shares the Purchase Price payable in respect of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of Common Stock to be issued to the Holder Y = Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (ii) the excess of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value per share of one Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Company’s Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (iii) In the event that the Registered Holder disagrees with the Fair Market Value per share determined by the Board of Directors pursuant to paragraph (ii) above, the Registered Holder shall notify the Company of such disagreement within five (5) business days of receipt of notice of the Fair Market Value determination. If the Company and the Registered Holder cannot reach agreement on the Fair Market Value within thirty (30) days of the Company's receipt of such notification, the Company shall select an investment banker of national reputation, reasonably acceptable to the Registered Holder, who shall determine the Fair Market Value per share of the Common Stock. If either party disagrees with such valuation, the matter shall be submitted to arbitration before a panel of arbitrators selected in accordance with the commercial rules of the American Arbitration Association (the "Arbitration Panel"). The Arbitration Panel shall determine the Fair Market Value per share of the Common Stock and such determination shall be binding upon both parties. The proceedings of the Arbitration Panel shall be held, and any determination of the Arbitration Panel shall be deemed to have been made, in Northern Virginia. All questions of law shall be decided in accordance with the laws of the Commonwealth of Virginia. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which 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, 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 calculationshares called for on the face of this Warrant minus the sum of (a) B = Exercise Price (as adjusted to the date number of such calculation)shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. (a) Payment may be made either in (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) --- A -------- Where X = X= the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation) (c) If the Common Stock to be issued pursuant to this warrant is registered on an effective registration statement, the Holder may only exercise this warrant pursuant to Section 2.2(a)(i).

Exercise. Payment This Warrant may be made either exercised by the Holder hereof by surrendering it to the Company, with an exercise notice, in the form attached hereto (the "Exercise Notice"), appropriately completed and duly executed, and by paying in full the Warrant Price for each full Warrant Share as to which this Warrant is exercised as follows (at the election of the Holder): (i) with respect to the exercise of this Warrant on a "cash basis", by wire transfer of immediately available funds, in cash good certified check or by certified or official good bank check draft payable to the order of the Company; provided, that the Holder provides the information on the Exercise Notice that is reasonably necessary for the Company equal to issue the applicable aggregate Exercise Price, Warrant Shares in compliance with U.S. federal securities law; (ii) with respect to the exercise of this Warrant on a "cashless basis" by delivery surrendering this Warrant for that number of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise equal to the quotient obtained by dividing (x) the product of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such underlying this Warrant or any portion thereof being exercised (at the election of the Holder), multiplied by the difference between the Fair Market Value and the Warrant Price by (y) the Fair Market Value. "Fair Market Value" means (A) if at the time of exercise the Common Stock is listed or quoted for trading on the New York Stock Exchange, the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, OTC Bulletin Board or any other national securities or over-the-counter exchange (each, an "Exchange"), then the average last sale price of a share of Common Stock for the ten trading days ending on the third trading day prior to the date on which notice of exercise of this Warrant is sent to the Company (the "Exercise Notice Date"); or (B) if at the time of exercise the Common Stock is not listed or quoted for trading on an Exchange, then the fair market value, of a share of Common Stock as such exercise number shall be adjusted to reflect any adjustment determined by the Board of Directors of the Company (the "Board") in its good faith judgment; provided, however, that notwithstanding the total number foregoing, the issuance of shares of Common Stock issuable or other securities upon the exercise of this Warrant shall be made without charge to the Holder per for any issue in respect thereof; provided further, however if at any time the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than not a "covered security" under Section 18(b) of the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashSecurities Act, the Holder may elect to receive shares equal to Company may, at its option, require the value (as determined below) exercise of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only made on a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)"cashless basis."

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the this Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant); provided, however, that if at the time of delivery of an Exercise Notice the shares of Common Stock to be issued upon payment of the Exercise Price have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are covered by an effective registration statement under the Securities Act, payment of the Exercise Price may only be made pursuant to clause (i) above and may not be made pursuant to clause (ii) or (iii) above. Upon receipt by the Company of an Exercise Notice and proper payment of the aggregate Exercise Price, the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice Notice, in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) --------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by certified or official bank check payable to surrendering this Warrant, with the order purchase form appended hereto as Exhibit A duly executed by such Registered Holder, at the principal office of the Company, or at such other office or agency as the Company equal to the applicable aggregate Exercise Pricemay designate, (ii) accompanied by delivery payment in full, in lawful money of the WarrantUnited States, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant Purchase Price payable in accordance with the formula set forth below, or (iii) by a combination respect of any of the foregoing methods, for the number of shares of Common Warrant Stock specified in purchased upon such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided hereinexercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one share of the Common Stock is greater than the Exercise Purchase Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Registered Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercisedcanceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice purchase form and notice of such election in which event the Company shall issue to the Registered Holder a number of shares of Common Stock computed using the following formula: X=Y (AX = Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Registered Holder Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value fair market value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise B= the Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of Common Stock shall be the average for the five (5) day trading period ending on the day immediately prior to the date of exercise (as set forth herein) of the mean between the low bid and high asked closing prices for the Common Stock quoted on the over-the-counter market as reported by the listed market makers in the Common Stock or, if this is not applicable, then on the basis of the then fair market value of the Common Stock as shall be reasonably determined by the Board of Directors of the Company. (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 the Warrant shall have been surrendered to the Company as provided in Subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrants shall be issuable upon such exercise as provided in Subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or, subject to the terms and conditions hereof, as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of whole shares of Warrant 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, calling in the aggregate on the face or faces thereof for the number of shares 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, less the number of such shares of Warrant Stock purchased by the Registered Holder upon such exercise as provided in Subsection 1(a) above. (d) Unless registered under the Securities Act of 1933, as amended (the "Act"), each certificate for Warrant Stock purchased upon exercise of this Warrant shall bear a legend as follows: "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." (e) Notwithstanding the foregoing, the Registered Holder agrees that the shares of Common Stock may be purchased hereunder only upon and after the Closing (as defined by the Promissory Note).

Exercise. (a) Payment upon exercise may be made at the option of the Holder either in (i) in cash cash, wire transfer or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Purchase Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable issuable upon exercise of the Warrant Warrants in accordance with the formula set forth below, Section (b) below or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any the immediately preceding sentence, payment upon exercise may be made in the manner described in Section 2(b) below, only with respect to Warrant Shares not included for unrestricted public resale in an effective registration statement. (b) Subject to the provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Purchase Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercisedcancelled) by surrender delivery of this Warrant at the principal office of a properly endorsed Subscription Form delivered to the Company together with the properly endorsed Exercise Notice by any means described in Section 12, in which event the Company shall issue to the Holder holder a number of shares of Common Stock computed using the following formula: X=X= Y (A-B) A Where X = X= the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the A= Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise B= Purchase Price (as adjusted to the date of such calculation)) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Subscription Agreement.

Exercise. Payment (a) Except as set forth in subsection 1(b) below, this Warrant may be made either exercised by the Registered Holder in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by --------- such Registered Holder'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 the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of shares of the Company's common stock, $0.001 par value (the `Common Stock"), as is then issuable upon conversion of the Series C Preferred (as to which this Warrant is exercisable) determined by dividing (i) the total Purchase Price payable in cash or by certified or official bank check payable to the order respect of the Company equal to the applicable aggregate Exercise Price, number of shares of Series C Preferred being purchased upon such exercise by (ii) by delivery the excess of the WarrantFair Market Value per share of Common Stock as of the effective date of exercise, or as determined pursuant to Section 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth belowso purchasable pursuant to this method, or (iii) by a combination of any of the foregoing methods, for then the number of shares of Common Stock specified in such Exercise Notice (as such exercise number so purchasable shall be adjusted equal to reflect any adjustment in the total number of shares of Common Stock, minus the product obtained by multiplying (x) the total number of shares of Common Stock issuable purchasable by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average last reported sale prices per share of Common Stock thereon over the thirty-day period the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day. (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Holder Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the terms amount next determined by the Board of this Warrant) and Directors to represent the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares Fair Market Value per share of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value including without limitation a determination for purposes of one share of granting Common Stock is greater than options or issuing Common Stock under an employee benefit plan of the Exercise Price (at the date of calculation as set forth belowCompany), in lieu (B) the Board of exercising this Warrant for cashDirectors shall make a determination within 15 days of a request by the Registered Holder that it do so, and (C) the Holder may elect to receive shares equal to the value (as determined below) exercise of this Warrant (or the portion thereof being exercisedpursuant to this subsection 1(b) by surrender of shall be delayed until such determination is made. References in this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company to "Warrant Shares" shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of include shares of Common Stock purchasable under this subsection (b). (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 orshall have been surrendered to the Company as provided in subsection 1(a) above. At such time, if only a portion the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant is being exercisedShares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in whole or in part the Company, at its expense, will cause to be issued in the name of, and delivered to, the portion Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes and subject to compliance with all applicable federal and state securities laws) may direct: (i) a certificate or certificates for the number of full Warrant being exercised 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 (at ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such calculation) A = shares called for on the Fair Market Value face of one share of this Warrant minus the Company’s Common Stock (at the date number of such calculationshares purchased by the Registered Holder upon such exercise as provided in subsection 1(a) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. (a) Payment may be made either in (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein . (b) If, despite the Company's obligations under the Securities Purchase Agreement, the Warrant Shares to be issued are not registered and available for resale pursuant to a registration statement in accordance with the contrarySecurities Purchase Agreement, if then the Fair Market Value holder of one share of Common Stock is greater than the Exercise Price (this Warrant may, at the date of calculation as set forth below)its election exercised in its sole discretion, exercise this Warrant in whole or in part and, in lieu of exercising this Warrant for cashmaking a cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercisedcancelled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) --- A ----------- Where X = X= the number of shares of Common Stock to be issued to the Holder Y = holder Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment This Warrant may be exercised, in whole at any time or in part from time to time, commencing on the date that is 90 days after the Securities and Exchange Commission declares effective a registration statement registering the Warrant Shares and prior to 5:00 P.M., Eastern Standard Time on the date that is the three year anniversary of the Effective Date (the "Warrant Termination Date") by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 10(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made either (i) in cash or by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company equal will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the applicable aggregate Exercise Price, (ii) by delivery provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, or shares the Company at its option (a) may pay in cash an amount equal to the product of Common Stock and/or Common Stock receivable upon exercise (i) the daily mean average of the Warrant in accordance with the formula set forth below, or (iii) by Closing Price of a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than on the Exercise Price ten consecutive trading days before the Conversion Date and (at the date ii) such fraction of calculation as set forth below), in lieu a share or (b) may issue an additional share of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office Common Stock. Upon exercise of the Company together with the properly endorsed Exercise Notice in which event Warrant, the Company shall issue and deliver to the Holder a number of shares of certificates for the Common Stock computed using issuable upon such exercise within ten business days after such exercise and the following formula: X=Y (A-B) A Where X = person exercising shall be deemed to be the number holder of shares record of the Common Stock to issuable upon such exercise. No warrant granted herein shall be issued to the Holder Y = the number of shares of Common Stock purchasable under exercisable after 5:00 p.m. Eastern Standard Time on the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)Termination Date.

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if at any time after the first anniversary of the date hereof, the Holder wishes to exercise this Warrant, and the Company does not have an effective registration statement filed with the Securities and Exchange Commission covering the resale of the Common Stock and/or Other Securities, as applicable, issuable upon exercise of this Warrant, and if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) --------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment This Warrant may be made either exercised by the holder hereof in whole or in part (ibut not as to fractional shares of Common Stock) by the surrender of this Warrant and delivery of an executed Notice of Exercise in cash the form appended hereto duly executed by such holder to the Company at its principal office at any time or times within the period specified above, accompanied by payment for the Common Stock as to which this Warrant is being exercised by wire transfer to an account designated by the Company or by certified or official bank check payable to check. In the order event of a partial exercise of this Warrant, this Warrant will be canceled and the Company will deliver a new Warrant of like tenor representing the balance of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon purchasable hereunder. Alternatively, the holder hereof may elect to exercise of the rights represented by this Warrant in accordance with the formula set forth below, whole or in part (iii) by a combination of any of the foregoing methods, for the number of but not as to fractional shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in Stock) by the total number of shares of Common Stock issuable to the Holder per the terms surrender of this Warrant) Warrant and the Holder shall thereupon be entitled to receive the number delivery of duly authorized, validly issued, fully-paid and non-assessable shares an executed Notice of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to specifying that the value (as determined below) of this Warrant (or shall be the portion thereof being exercised) by surrender consideration for the shares of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice Common Stock, in which event the Company shall issue to the Holder holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where Where: X = the number of shares of Common Stock to be issued to the Holder holder; Y = the number of shares of Common Stock purchasable under the issuable upon exercise of this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at on the date of such calculation) delivery of the Notice of Exercise; A = the Fair Market Value current fair market value of one share of Common Stock; and B = the Warrant Price. As used herein, current fair market value of the Common Stock shall mean the numerical average of the fair market value per share of Common Stock over a period of 21 days consisting of the day on which the Notice of Exercise is received by the Company and the 20 consecutive business days prior to such day. The fair market value per share of Common Stock for any day shall mean the average of the closing prices of the Company’s 's Common Stock (sold on all securities exchanges on which the Common Stock may at the date time be listed or as quoted on the Nasdaq system, or, if there have been no sales on any such exchange or any such quotation on any day, the average of the highest bid and lowest asked prices on all such exchanges or such Nasdaq system at the end of such calculationday, or, if on any day the Common Stock is not so listed, the average of the representative bid and asked prices quoted in the Nasdaq system as of 4:00 p.m., New York City time, or, if on any day the Common Stock is not quoted in the Nasdaq system, the average of the highest bid and lowest asked price on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization. If at any time the Common Stock is not listed on any securities exchange or quoted in the Nasdaq system 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) B = Exercise Price (for shares of Common Stock sold by the Company, from authorized but unissued shares, as adjusted determined in good faith by the Board of Directors of the Company. Notwithstanding the foregoing, if the Company shall engage in an Acquisition Transaction, as defined below, the current fair market value of the Common Stock shall be determined with reference to the date value ascribed to the Company by the terms of such calculation)the Acquisition Transaction. An "Acquisition Transaction" is (i) the closing of the sale of all or substantially all of the assets of the Company or (ii) a consolidation or merger or other business combination to which more than 50% of the equity ownership of the Company (calculated on a fully-diluted basis) has been transferred.

Exercise. (a) Payment may be made either in (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=X = Y (A-B) --- A --------- Where X = X= the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation) 3. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if (x) an “Event”, under and as defined in that certain Registration Rights Agreement, dated as of the date hereof, by and between the Company and the Holder, has occurred and is continuing and (y) the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder’s duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a number United States, of shares the Purchase Price payable in respect of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of Common Stock to be issued to the Holder Y = Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (ii) the excess of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value per share of one Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Company’s Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such 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, 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 calculationshares called for on the face of this Warrant minus the sum of (a) B = Exercise Price (as adjusted to the date number of such calculation)shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. (a) Payment may be made either in (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=X= Y (A-B) ------- A Where X = X= the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation) 3. Adjustment for Reorganization, Consolidation, Merger, etc.

Exercise. Payment The Option may be made either exercised by delivering to the Corporation at its principal offices a written notice, signed by a person entitled to exercise the Option, of the election to exercise the Option and stating the number of Shares to be purchased. Such notice shall be accompanied by the payment of the full exercise price of the Shares to be purchased. Upon payment in accordance with the terms of this Agreement and within the time period specified by the Corporation of the amount, if any, required to be withheld for Federal, state and local tax purposes on account of the exercise of the Option, the Option shall be deemed exercised as of the date the Corporation received such notice. The Corporation may withhold, or allow the Optionee to remit to the Corporation, any Federal, state or local taxes required by law to be withheld with respect to any event giving rise to income tax liability with respect to the Option. In order to satisfy all or any portion of such income tax liability, the Optionee may elect to surrender Shares previously acquired by the Optionee or to have the Corporation withhold Shares that would otherwise have been issued to the Optionee pursuant to the exercise of the Option, provided that the Participant attests in a manner acceptable to the Committee that he or she holds previously-acquired shares equal in number to the number of shares withheld by the Company and has held such previously-acquired shares for at least six months. The number of such withheld or surrendered Shares shall not be greater than the amount that is necessary to satisfy the minimum withholding obligation of the Company that arises with respect to the Option. Payment of the full exercise price shall be (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricecash, (ii) by delivery through the surrender of previously-acquired Shares having a Fair Market Value equal to the exercise price of the WarrantOption provided that such previously-acquired shares have been held by the Optionee for at least six months, or unless the Committee in its discretion permits the use of shares of Common Stock and/or Common Stock receivable upon exercise held less than six months, (iii) through the withholding by the Corporation (at the election of the Warrant Optionee) of Shares having a Fair Market Value equal to the exercise price, provided that the Optionee attests in accordance with a manner acceptable to the formula set forth belowCommittee that he or she holds previously-acquired Shares equal in number to the number of Shares withheld by the Corporation and has held such previously-acquired shares for at least six months, (iv) through the withholding by the Corporation (at the discretion of the Committee) of Shares having a Fair Market Value equal to the exercise price, or (iiiv) by a combination of any of the foregoing methods(i), for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrantii), (iii) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth belowiv), in lieu the discretion of exercising this Warrant for the Committee. Notwithstanding the foregoing, prior to mandatory conversion of the Series E Stock, payment of the exercise price or of Federal, state or local, in any form other than cash, will be at the Holder may elect to receive shares equal discretion of the Committee. Upon the proper exercise of the Option, subject to the value (as determined below) other provisions of this Warrant (or Agreement, the portion thereof being exercised) by surrender of this Warrant at Corporation shall issue in the principal office name of the Company together with person exercising the properly endorsed Exercise Notice in which event Option, and deliver to such person, a certificate or certificates for the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)Shares purchased.

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth belownext sentence, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment (a) Record Date Stockholders may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or acquire shares of Common Stock and/or Common Stock receivable upon exercise of by delivery to the Warrant Agent as specified in accordance with the formula set forth belowProspectus of: (i) a properly completed and duly executed Subscription Certificate and a money order or check or bank draft drawn on a bank or branch located in the United States and payable to “DST Systems, or (iii) by a combination of any of the foregoing methods, Inc.” for an amount equal to the number of shares of Common Stock specified in such Exercise subscribed for pursuant to the Primary Subscription and the Over-Subscription Privilege multiplied by the Estimated Subscription Price, or (ii) a Notice of Guaranteed Delivery guaranteeing delivery of (as such exercise number shall be adjusted to reflect any adjustment x) a properly completed and duly executed Subscription Certificate, and (y) a money order or check or bank draft drawn on a bank or branch located in the total number of shares of Common Stock issuable United States and payable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized“DST Systems, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant Inc.” for cash, the Holder may elect to receive shares an amount equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock subscribed for pursuant to the Primary Subscription and the Over-Subscription Privilege multiplied by the Estimated Subscription Price (which certificate and full payment must then be delivered by the close of business on the third Business Day after the Expiration Date or, if the Offering is extended, by the close of business two Business Days after the extended Expiration Date). Payment must be made in U.S. dollars. For the purposes of the Prospectus and this Agreement, “Business Day” means any day on which trading is conducted on the NASDAQ Capital Market. (b) Because Record Date Stockholders are only required to pay the Estimated Subscription Price per share to exercise their Rights pursuant to the Offering and the Subscription Price may be higher or lower than the Estimated Subscription Price, and because Record Date Stockholders may not receive all the shares for which they subscribe pursuant to the Over-Subscription Privilege, Record Date Stockholders may receive a refund or be required to pay an additional amount equal to the difference between the Estimated Subscription Price and the Subscription Price, multiplied by the total number of shares for which they have subscribed and been issued, including pursuant to the Over-Subscription Privilege. (c) Rights may be exercised at any time after the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 p.m., New York time, on such date as the Company shall designate to the Agent in writing (the “Expiration Date”). For the purpose of determining the time of the exercise of any Rights, delivery of any materials to the Agent shall be deemed to occur when such materials are received at the Full Service Department of the Agent specified in the Prospectus. (d) Within ten Business Days following the Expiration Date (the “Confirmation Date”), the Agent shall send to each exercising Record Date Stockholder (or, if rights are held by Cede & Co. or any other depository or nominee, to Cede & Co. or such other depository or nominee) a confirmation showing: (i) the number of shares purchased pursuant to the Primary Subscription, (ii) the number of shares, if any, acquired pursuant to the Over-Subscription Privilege, (iii) the per share and total purchase price for such shares, and (iv) any excess to be issued refunded by the Company to such Record Date Stockholder, along with a letter explaining the Holder Y = the number allocation of shares of Common Stock purchasable under pursuant to the Warrant or, if only a portion Over-Subscription Privilege. (e) Any additional payment required from an exercising Record Date Stockholder must be received by the Agent within ten Business Days after the Confirmation Date in order to receive all the shares of Common Stock subscribed for pursuant to the exercise of the Warrant is being exercisedRights. Any excess payment to be refunded by the Company to an exercising Record Date Stockholder will be mailed by the Agent as promptly as practicable after the Confirmation Date and, in no event, later than ten Business Days after the Confirmation Date. No interest will be paid on any amounts refunded. If a Record Date Stockholder does not make timely payment of any additional amounts due in accordance with this Section 4, the portion Agent will consult with the Company in accordance with Section 5 as to the appropriate action to be taken. The Agent will not issue or deliver shares of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at or Statements of Holding for shares of Common Stock subscribed for until payment in full therefor has been received by the date Agent, including clearance of such calculation) B = Exercise Price (as adjusted checks and payment pursuant to the date Notices of such calculation)Guaranteed Delivery.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder's duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a number United States, of shares the Purchase Price payable in respect of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of Common Stock to be issued to the Holder Y = Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (ii) the excess of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value per share of one Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors in good faith to represent the fair market value per share of the Company’s Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such 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, 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 calculationshares called for on the face of this Warrant minus the sum of (a) B = Exercise Price (as adjusted to the date number of such calculation)shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. Payment This Warrant may be made either exercised by the Holder hereof by surrendering it to the Company, with an exercise notice, in the form attached hereto (the "Exercise Notice"), appropriately completed and duly executed, and by paying in full the Warrant Price for each full Warrant Share as to which this Warrant is exercised as follows (at the election of the Holder): (i) with respect to the exercise of this Warrant on a "cash basis", by wire transfer of immediately available funds, in cash good certified check or by certified or official good bank check draft payable to the order of the Company; provided, that the Holder provides the information on the Exercise Notice that is reasonably necessary for the Company equal to issue the applicable aggregate Exercise Price, Warrant Shares in compliance with U.S. federal securities law; (ii) with respect to the exercise of this Warrant on a "cashless basis" by delivery surrendering this Warrant for that number of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise equal to the quotient obtained by dividing (x) the product of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such underlying this Warrant or any portion thereof being exercised (at the election of the Holder), multiplied by the difference between the Fair Market Value and the Warrant Price by (y) the Fair Market Value. "Fair Market Value" means (A) if at the time of exercise the Common Stock is listed or quoted for trading on the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, OTC Bulletin Board or any other national securities or over-the-counter exchange (each, an "Exchange"), then the average last sale price of a share of Common Stock for the ten trading days ending on the third trading day prior to the date on which notice of exercise of this Warrant is sent to the Company (the "Exercise Notice Date"); or (B) if at the time of exercise the Common Stock is not listed or quoted for trading on an Exchange, then the fair market value, of a share of Common Stock as such exercise number shall be adjusted to reflect any adjustment determined by the Board of Directors of the Company (the "Board") in its good faith judgment; provided, however, that notwithstanding the total number foregoing, the issuance of shares of Common Stock issuable or other securities upon the exercise of this Warrant shall be made without charge to the Holder per for any issue in respect thereof; provided further, however if at any time the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than not a "covered security" under Section 18(b) of the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashSecurities Act, the Holder may elect to receive shares equal to Company may, at its option, require the value (as determined below) exercise of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only made on a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)"cashless basis."

Exercise. Payment 4.01 During the period that the Option is exercisable, it may be made exercised in full or in part by Grantee or, in the event or Grantee's death, by the person or persons to whom the Option was transferred by will or in accordance with the provisions of Section 9.03, or by the laws of descent and distribution, by delivering or mailing to the Secretary of Syntroleum written notice of the exercise specifying the number of Shares with respect to which the Option is being exercised. The written notice shall be signed by each person entitled to exercise the Option and shall specify the address and Social Security number of each such person. If any person other than Grantee purports to be entitled to exercise all or any portion of the Option, the written notice shall be accompanied by proof, satisfactory to Syntroleum, of that entitlement. 4.02 Subject to the provisions of Sections 4.03 and 4.04, the written notice shall be accompanied by full payment of the exercise price for the shares as to which the Option is exercised either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricecash, (ii) by delivery of the Warrant, or in shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance evidenced by certificates either endorsed or with stock powers attached transferring ownership to Syntroleum, with the formula set forth belowaggregate Fair Market Value equal to said exercise price on the date the written notice is received by the Secretary, or (iii) by a in any combination of any cash and such shares. 4.03 In lieu of payment of the foregoing methodsexercise price by way of delivery of certificate(s) evidencing shares of Common Stock, Grantee may furnish a notarized statement executed by Grantee reciting the number of shares being purchased under the Option and the number of Syntroleum shares owned by Grantee which may be freely delivered as payment of all or a portion of the exercise price based on their Fair Market Value, all pursuant to rules adopted by and subject to the consent of the Compensation Committee (the "Committee"). Subject to the consent of the Committee, Grantee will be issued a certificate for new shares of Common Stock equal to the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment acquired by Grantee and described in the total number of notarized statement. No shares of Common Stock issuable to the Holder per the terms shall be issued upon exercise of this Warrant) and the Holder shall thereupon be entitled to receive the number an Option until full payment has been made therefor. 4.04 In lieu of duly authorized, validly issued, fully-paid and non-assessable payment by Grantee in cash or in shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein by delivery of a notarized statement of ownership pursuant to Sections 4.02 and 4.03, Grantee may, pursuant to rules adopted by the contraryCommittee, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (pay all or the portion thereof being exercised) by surrender of this Warrant at the principal office part of the Company together with purchase price for the properly endorsed Exercise Notice in which event shares being purchased under the Company shall issue Option by requesting Syntroleum to reduce the Holder a number of shares of Common Stock computed using remaining subject to the following formula: X=Y (A-B) A Where X = Option by the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only with a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of sufficient to pay the Company’s Common Stock (at exercise price. Any such election shall be made by delivering written notice thereof to Syntroleum, together with such information and documents as the date of such calculation) B = Exercise Price (as adjusted Committee may prescribe, and shall be subject to approval by the date of such calculation)Committee.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a number United States, of shares the Purchase Price payable in respect of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some of Common Stock to be issued to the Holder Y = Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (ii) the excess of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value per share of one Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, or the NASDAQ system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, or the NASDAQ system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Company’s Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which 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, 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 calculationshares called for on the face of this Warrant minus the sum of (a) B = Exercise Price (as adjusted to the date number of such calculation)shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. Payment (a) Subject to Section 5.4 of the Purchase Agreement, this Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit B duly --------- executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder's duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a number United States, of shares the Purchase Price payable in respect of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares Warrant Shares purchased upon such exercise. (b) During the period commencing on the Date of Common Stock Issuance and ending 90 days thereafter, the Registered Holder may, at its option, elect to be issued to pay some or all of the Holder Y = Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (I) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (II) the excess of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value per share of one Common Stock (as defined in this Section 1(b)) as of the Exercise Date (as defined in Section 1(c) of this Warrant) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (y) the total number of Warrant Shares by (z) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The "Fair Market Value" per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average closing sale price of the Common Stock over the ten trading days ending on the trading day immediately preceding the Exercise Date. (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors of the Company (the "Board") to represent the fair market value per share of the Company’s Common Stock; and, upon written request of the Registered Holder, the Board (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a written request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this Section 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 20 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such 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 of this Warrant; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such calculationshares called for on the face of this Warrant minus the sum of (a) B = Exercise Price (as adjusted to the date number of such calculation)shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 1(b) of this Warrant.

Exercise. (a) Payment may be made either in (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) ----- A Where X = the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a number United States, of shares the Purchase Price payable in respect of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable on an exercise of this Warrant by surrendering to the Company Common Stock to be issued of the Company with a fair market value equal to the purchase price paid. The Registered Holder Y = may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (ii) the excess of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value per share of one Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date"), over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Company’s Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which 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, 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 calculationshares called for on the face of this Warrant minus the sum of (a) B = Exercise Price (as adjusted to the date number of such calculation)shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder's duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue may designate, accompanied by payment in full, in lawful money of the United States (except to the Holder a number extent contemplated by Section 1(b) below), of shares the Purchase Price payable in respect of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of Common Stock to be issued to the Holder Y = Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (ii) the excess of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value per share of one Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon for the trading day immediately preceding the Exercise Date, provided that if no such price is reported on such days, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Company’s Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such 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, 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 calculationshares called for on the face of this Warrant minus the sum of (a) B = Exercise Price (as adjusted to the date number of such calculation)shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. (a) Payment may be made either (i) either in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of Common Stock of the Company having a Fair Market Value equal to the Exercise Price, (iii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the this Warrant in accordance with the formula set forth in subsection (b) below, or (iiiiv) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (AX = Y(A-B) ------ A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a number United States, of shares the Purchase Price payable in respect of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of Common Stock to be issued to the Holder Y = Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (ii) the excess of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value per share of one Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Company’s Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which 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, 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 calculationshares called for on the face of this Warrant minus the sum of (a) B = Exercise Price (as adjusted to the date number of such calculation)shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. (a) Payment may be made either (i) in cash or cash, by certified or official bank check payable or by wire transfer of immediately available funds to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if (i) the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below)) and (ii) the Company does not then have an effective registration statement covering the resale of the Common Stock issuable upon exercise of this Warrant, then in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (AY(A-B) A B)/A Where X = the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered ▇▇▇▇▇▇'s duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a number United States, of shares the Purchase Price payable in respect of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of Common Stock to be issued to the Holder Y = Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (ii) the excess of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value per share of one Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Company’s Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such 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, 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 calculationshares called for on the face of this Warrant minus the sum of (a) B = Exercise Price (as adjusted to the date number of such calculation)shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder’s duly authorized attorney, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a number United States, of shares the Purchase Price payable in respect of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of Common Stock to be issued to the Holder Y = Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (ii) the excess of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value per share of one Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Company’s Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such 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, 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 calculationshares called for on the face of this Warrant minus the sum of (a) B = Exercise the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above. (as adjusted e) All Warrant Shares issuable upon the exercise of this Warrant pursuant to the date terms hereof shall be validly issued, fully paid and nonassessable and free of any preemptive rights. The Company shall pay all taxes and other governmental charges that may be imposed with respect to the issuance or delivery thereof. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for Warrant Shares issuable upon exercise of this Warrant in any name other than that of the Registered Holder, and in such calculation)case the Company shall not be required to issue or deliver any share certificate until such tax or other charge has been paid or it has been established to the reasonable satisfaction of the Company that no such tax or other charge is due.

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. (a) Payment may be made either in (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) ---- A Where X = X= the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = A= the Fair Market Value of one share of the Company’s 's Common Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation) 3. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.