Common use of Exercise Clause in Contracts

Exercise. Subject to Section 2.3 hereof, this Warrant may be exercised by the Holder in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached hereto as Annex A; (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period).

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Registered Holder on or before the Termination Date, in whole or in part at any time during the Exercise Periodpart, by delivery surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to the Holder): (a) an executed Notice of Exercise time shall be such amount adjusted in the form attached hereto as Annex A;accordance with Section 2 hereof. (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas 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 Person exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares at the close of business called for on the next succeeding date on which face of this Warrant minus the stock transfer books are open (whether before or after number of such shares purchased by the end of the Exercise Period)Registered Holder upon such exercise.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder in whole hereof (but only on the conditions hereafter set forth) as to all or in part at any time during increment or increments of one thousand (1,000) Shares (or the Exercise Period, by balance of the Shares if less than such number) upon delivery of the following written notice of intent to exercise to the Company during normal business hours on any business day at its the address set forth above (in Section 16 hereof or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): (a) an executed Notice Holder hereof, together with this Warrant and payment to the Company of Exercise in the form attached hereto as Annex A; (b) the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) in cash by certified or by check, bank check or (ii) pursuant by wire transfer of immediately available funds to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) an account designated by the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereofCompany to the Holder. Upon the exercise of this WarrantWarrant as aforesaid, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), Company shall be issued and delivered to the Holder or such other Person as promptly as practicable (practicable, and in any event within five (5) Business Days) after receipt business days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Notice Shares, the Holder shall be entitled to receive a new Warrant covering the number of Exercise. If Shares in respect of which this Warrant shall not have been exercised in fullexercised, a which new Warrant exercisable for the number of Exercise Shares remaining shall in all other respects be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issuedidentical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant. (b) In lieu of exercising this Warrant pursuant to Section 3(a) above, the Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times into Shares (the "Conversion Right"), upon delivery of written notice of intent to convert to the Company at its address in Section 3(a) or such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any Exercise Price) that number of Shares which is equal to the quotient obtained by dividing (x) the value of the number of Shares with respect to which the Conversion Right is being exercised (determined by subtracting the aggregate Exercise Price for the Shares with respect to which the Conversion Right is being exercised from a number equal to the product of (i) the Fair Market Value per Share (as such term is defined in Section 10(c)) as at such time, multiplied by (ii) the number of Shares with respect to which the Conversion Right is being exercised), by (y) such Fair Market Value per Share. Any references in this Warrant to the "exercise" of this Warrant, and the use of the term exercise herein, shall be deemed to have become include (without limitation) any exercise of the Conversion Right. (c) No fractional Shares shall be issuable upon the exercise of this Warrant, and the Company shall in lieu of issuing fractional Shares pay the holder hereof an amount of record of such shares on cash equal to the date on which this Warrant was surrendered and payment of fractional Share that otherwise would be issuable multiplied by the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares Fair Market Value per Share (as defined in Section 10(c)) at the close time of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)exercise.

Exercise. Subject to Section 2.3 hereofthe provisions of this Agreement, this Warrant may be exercised by the Holder in whole or in part at any time during the Exercise Period, by delivery of the following upon surrender to the Company at its address set forth above (or at such other address as it may designate by notice in writing principal office of a Warrant Certificate with the Election to the Holder): (a) an executed Notice of Exercise Purchase substantially in the form attached hereto as Annex A; (bII to such Warrant Certificate duly executed, together with payment in accordance with the last sentence of this Section 4(b) of the applicable Exercise Price then in effect (i) in cash or by checkthe date of such surrender, or (ii) pursuant the “Exercise Date”), the Company shall issue and deliver promptly to Section 2.2 hereof, or (iii) any combination the registered holder of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrantsuch Warrant Certificate, a certificate or certificates for the Exercise Warrant Shares so purchasedor other securities or property to which the registered holder is entitled, registered in the name of such registered holder or, upon the Holder written order of such registered holder, in such name or names as such other Person as registered holder may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercisedesignate. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any Any certificate or certificates for the Exercise representing Warrant Shares are shall be deemed to have been issued and any person so designated to be issued upon exercise of this Warrant named therein shall be deemed to have become the holder of record of such shares on the Warrant Shares as of the date on which this of the surrender of such Warrant was surrendered Certificate (together with such duly executed Form of Election to Purchase) and payment of the Exercise Price. Payment of the applicable Exercise Price was with respect to an exercise of Warrants pursuant to this Section 4(b) shall be made, irrespective at the holder’s option, (x) in cash or (y) without the payment of cash, by reducing the date number of delivery shares of Class C Common Stock obtainable upon the exercise of such certificate or certificatesWarrants (an exercise as provided under this clause (y), except that, a “Cashless Exercise”) so as to yield a number of shares of Class C Common Stock issued upon the exercise of such Warrants equal to the product of (A) the number of shares of Class C Common Stock that would have been issued if the date of such surrender and Warrants being exercised had been exercised upon the full payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise PeriodPrice in cash and (B) a fraction, the numerator of which is the excess of the current market price per share of Common Stock on the applicable Exercise Date (determined in accordance with Section 7(f)) over the Exercise Price as of such Exercise Date and the denominator of which is the current market price per share of the Common Stock as of such Exercise Date (determined in accordance with Section 7(f)).

Exercise. (a) Subject to Section 2.3 the other terms and conditions hereof, this Warrant may the Option shall be exercised exercisable, provided payment is made as provided below, from time to time by the Holder in whole or in part at any time during the Exercise Period, by delivery of the following written notice to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached hereto required by the Company, the covenants and substantive provisions of which are hereby made part of this Agreement) which shall: (i) State that the Option is thereby being exercised, the number of Shares with respect to which the Option is being exercised, each person in whose name any certificates for the Shares should be registered and such person's address and social security number; (ii) Be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by anyone other than the Holder, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Option under all applicable laws and regulations; and (iii) Be accompanied by such representations, warranties or agreements with respect to the investment intent of such person or persons exercising the Option and the compliance with any applicable law or regulation or to confirm any factual matters as Annex A;the Company or its counsel may reasonably request, in form and substance satisfactory to counsel for the Company. (b) Payment of the Exercise Price exercise price may be made, in the discretion of the person exercising the Option, in one of the following manners, or in any other manner approved by the Board, in its sole discretion: (i) The written notice to the Company described above may be accompanied by full payment of the exercise price in cash or by check, or in whole or in part with a surrender or withholding of Shares of the Company having a Fair Market Value (iias defined below) pursuant on the date of exercise equal to Section 2.2 hereof, that portion of the exercise price for which payment in cash or (iii) any combination check is not made. The value of (i) each such Share surrendered or (ii) above; (c) this Warrantwithheld shall be 100% of the Fair Market Value of the Shares on the date the Option is exercised. The latter of the dates on which such notice and payment are received by the Company shall be the date of exercise of the Option; and (dii) Within five days of the requisite number giving of shares of Class A Preferred Stockthe written notice to the Company described above, as set forth in Section 2.3 hereof. Upon the funds to pay for the exercise of this Warrantthe Option may be delivered to the Company by a broker acting on behalf of the person exercising the Option either in connection with the sale of the Shares underlying the Option or in connection with the making of a margin loan to such person to enable payment of the exercise price of the Option. The latter of the dates on which the Company receives such notice and payment shall be the date of exercise of the Option. In connection with any such exercise, the Company will provide a copy of the notice of exercise of the Option to the aforesaid broker upon receipt by the Company of such notice and will deliver to such broker, within five business days of the delivery of such notice to the Company, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person (as may be designated requested by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5broker) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for representing the number of Exercise Shares remaining underlying the Option that have been sold by such broker for the person exercising the Option. (c) For purposes hereof, the "Fair Market Value" of a Share as of a given date shall be executed (in order of applicability): (i) the closing price of a Share on the principal exchange on which the Shares are then trading, if any, on the day immediately prior to such date, or if Shares were not traded on the day previous to such date, then on the next preceding trading day during which a sale occurred; or (ii) if Shares are not traded on an exchange but are quoted on NASDAQ or a successor quotation system, (A) the last sale price (if Shares are then listed as a National Market Issue under the NASD National Market System), or (B) if Shares are not then so listed, the mean between the closing representative bid and asked prices for Shares on the day previous to such date as reported by NASDAQ or such successor quotation system; or (iii) if Shares are not publicly traded on an exchange and not quoted on NASDAQ or a successor quotation system, the mean between the closing bid and asked prices for Shares, on the day previous to such date, as determined in good faith by the Board; or (iv) if Shares are not publicly traded, the fair market value established by the Board acting in good faith. (d) Upon exercise of the Option and the satisfaction of all conditions thereto, the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any shall deliver a certificate or certificates for Shares to the Exercise specified person or persons at the specified time upon receipt of payment for such Shares are to as set forth above. No Shares shall be issued upon on an exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and an Option until full payment of the Exercise Price was has been made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period).

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Registered Holder in whole or in part at any time during the Exercise Period, in whole or in part, by delivery the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit A (the “Exercise Notice”) duly executed by such Registered Holder) at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing full, in lawful money of the United States, of an amount equal to the Holder): (a) an executed Notice then applicable Exercise Price multiplied by the number of Exercise in the form attached hereto as Annex A;Warrant Shares then being purchased upon such exercise. (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment to the Company as provided in subsection 1(a) above, if so surrendered prior to 5:00 p.m., New York City time, or if surrendered after 5:00 p.m., New York City time, as of the Exercise Price was madenext business day. At such time, irrespective of the date of delivery of Person or Persons in whose name or names any certificates for Warrant Shares shall be issuable upon such certificate or certificatesexercise as provided in subsection 1(c), except thatbelow, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) Subject to the adjustments set forth in Section 3, exercises hereunder shall be only in full share increments. Within five (5) business days after the exercise of the purchase right represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, the Registered Holder, or, subject to the terms and conditions hereof (including the requirement that there be a registration statement then in effect with respect to transfers or an exemption therefrom), to such other individual or entity as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of whole Warrant Shares to which such Registered Holder shall be entitled upon such exercise (as such number of Warrant Shares may be adjusted pursuant to Section 3 hereof), and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares at purchased by the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Registered Holder upon such exercise as provided in subsection 1(a) above.

Exercise. Subject (a) The Exercise Price per share of the Option is $0.25. The Option may only be exercised if it becomes exercisable pursuant to Section 2.3 hereof, this Warrant 2. (b) The Option may be exercised by (i) providing written notice to the Holder Company in whole or in part the form prescribed by the stockholders from time to time at any time during and from time to time after the Option becomes exercisable in accordance with Section 2 (the “Notice of Exercise”), which Notice of Exercise Period, by delivery of the following shall be delivered to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached hereto as Annex A; form, and in the manner, designated by the Company from time to time, and (bii) paying the Exercise Price per share. If permitted by the Company, this Option may be exercised in fractions by paying the percentage of the Exercise Price per share represented by the fractional purchase. (c) Payment of the Exercise Price per share may be made, at your election, with the approval of the Company, (i) if the Shares are readily tradable on a national securities market, through a “cashless exercise” in cash accordance with a Company-established policy or by checkprogram for the same, or (ii) pursuant to Section 2.2 hereofif the Shares are not readily tradable on a national securities market, or (iii) by any combination of (i) or (ii) above; (c) this Warrant; andmethod pre-approved by the Company. (d) As soon as practicable but not later than five Business Days after the requisite Company shall have received such Notice of Exercise and payment, the Company shall issue or cause to be issued, in accordance with such Notice of Exercise, the number of shares Shares specified in such Notice of Class A Preferred StockExercise, as set forth issued in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate your name or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment name or names of any transfer taxes that are required to be paid by the Holder immediate family member designated in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant Option shall be deemed to have been exercised and such Shares shall be deemed to have been issued, and you or other family member(s) designated in such Notice of Exercise shall be deemed for all purposes to have become the a holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective Shares as of the date that such Notice of delivery of such certificate or certificates, except that, if the date of such surrender Exercise and payment is a date when shall have been received by the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Company.

Exercise. Subject to Section 2.3 hereof, 4.1 The Purchase Rights represented by this Warrant may be exercised by are exercisable upon the terms and conditions set forth herein at the option of the Holder in whole or in part at any time and in part, but not for less than 100 shares at a time, at any time and from time to time during the Exercise Period, by Period upon the delivery of the following Notice of Exercise form attached hereto as Exhibit 1 to the Company with such notice duly executed and upon payment in cash, wire transfer or bank cashier’s check of the Exercise Price. The Purchase Rights shall be deemed to have been exercised, and the Holder shall be deemed to have become a stockholder of record of the Company for the purposes of receiving dividends and for all other purposes whatsoever with respect to the shares of Common Stock so purchased, as of the date of delivery of such properly executed notice accompanied by proper tender of the Exercise Price at the office of the Company. As promptly as practicable on or after such date, and in any event within three (3) business days thereafter, the Company at its address set forth above (expense shall issue and deliver, or at such other address as it may designate by notice in writing cause to be issued and delivered, to the Holder): (a) an executed Notice of Exercise in person or persons entitled to receive the form attached hereto as Annex A; (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrantsame, a certificate or certificates for the Exercise Shares so purchased, registered in number of shares issuable upon such exercise. In the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes event that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been is exercised in fullpart, the Company at its expense shall execute and deliver a new Warrant of like tenor exercisable for the number of Exercise shares for which this Warrant may then be exercised. 4.2 In lieu of the payment methods set forth in Section 4.1 above, in the event the Warrant Shares remaining have not been registered under an effective registration statement filed pursuant to the Securities Act prior to the earlier of: (i) one (1) year from the Issue Date of this Warrant; or (ii) the closing of the Qualified Public Offering, the Holder may elect to exchange all or some of this Warrant for shares of Common Stock equal to the value of the amount of the Warrant being exchanged on the date of exchange. If Holder elects to exchange this Warrant as provided in this Section 4.2, Holder shall be executed by tender to the Company and delivered at the same time as the certificate (or certificates) Warrant for the Exercise Shares that are amount being issued. The Person in whose name any certificate exchanged, along with written notice of Holder’s election to exchange some or certificates for all of the Exercise Shares are Warrant, and the Company shall issue to Holder the number of shares of the Common Stock computed using the following formula: Where: X = the number of shares of Common Stock to be issued upon exercise to Holder. Y = the number of this Warrant shall be deemed to have become shares of Common Stock purchasable under the holder of record of such shares on the date on which this Warrant was surrendered and payment amount of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if Warrant being exchanged (as adjusted to the date of such surrender and payment is a date when calculation). A = the stock transfer books Fair Market Value of one share of the Company are closed, such Person shall be deemed Common Stock on the date that the notice of exercise is received by the Company. B = Exercise Price (as adjusted to have become the holder date of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Periodcalculation).

Exercise. Subject to Section 2.3 hereof, 4.1 The Purchase Rights represented by this Warrant may be exercised by are exercisable upon the terms and conditions set forth herein at the option of the Holder in whole or in part at any time and in part, but not for less than 100 shares at a time, at any time and from time to time during the Exercise Period, by Period upon the delivery of the following Notice of Exercise form attached hereto as Exhibit 1 to the Company with such notice duly executed and upon payment in cash, wire transfer or bank cashier’s check of the Exercise Price. The Purchase Rights shall be deemed to have been exercised, and the Holder shall be deemed to have become a stockholder of record of the Company for the purposes of receiving dividends and for all other purposes whatsoever with respect to the shares of Common Stock so purchased, as of the date of delivery of such properly executed notice accompanied by proper tender of the Exercise Price at the office of the Company. As promptly as practicable on or after such date, and in any event within three (3) business days thereafter, the Company at its address set forth above (expense shall issue and deliver, or at such other address as it may designate by notice in writing cause to be issued and delivered, to the Holder): (a) an executed Notice of Exercise in person or persons entitled to receive the form attached hereto as Annex A; (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrantsame, a certificate or certificates for the Exercise Shares so purchased, registered in number of shares issuable upon such exercise. In the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes event that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been is exercised in fullpart, the Company at its expense shall execute and deliver a new Warrant of like tenor exercisable for the number of Exercise shares for which this Warrant may then be exercised. 4.2 In lieu of the payment methods set forth in Section 4.1 above, in the event the Warrant Shares remaining shall be executed by have not been registered under an effective registration statement filed pursuant to the Company and delivered at Securities Act prior to the same time as earlier of: (i) one (1) year from the certificate Issue Date of this Warrant; or (ii) the closing of the Qualified Public Offering, the Holder may elect to exchange all or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise some of this Warrant shall be deemed for shares of Common Stock equal to have become the holder value of record the amount of such shares the Warrant being exchanged on the date on which of exchange. If Holder elects to exchange this Warrant was surrendered and payment as provided in this Section 4.2, Holder shall tender to the Company the Warrant for the amount being exchanged, along with written notice of Holder’s election to exchange some or all of the Exercise Price was madeWarrant, irrespective and the Company shall issue to Holder the number of shares of the date of delivery of such certificate or certificates, except that, if Common Stock computed using the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period).following formula:

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder Registered Holder, in whole or in part at any time during the Exercise Periodpart, by delivery surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing to full, in lawful money of the Holder): (a) an executed Notice United States, of Exercise the Purchase Price payable in respect of the form attached hereto as Annex A;number of Warrant Shares purchased upon such exercise. (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day (the "Exercise Date") on which this Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas 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 Person exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, within ten (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 shares at the close of business called for on the next succeeding date on which face of this Warrant minus the stock transfer books are open (whether before or after the end sum of the Exercise Period)number of such shares purchased by the Registered Holder upon such exercise.

Exercise. Subject to Section 2.3 hereof, The purchase rights represented by this Warrant may be exercised exercised, either for cash or on a cashless basis, by the Holder Holder, in whole or in part part, at any time, or from time during the Exercise Periodto time, by delivery the surrender of this Warrant (with the notice of exercise form (the “Notice of Exercise”) attached hereto as Exhibit A duly executed) at the principal office of the following Company, and by payment to the Company at its address set forth above (or at such other address as it may designate by notice in writing of an amount equal to the Holder): (a) an executed Notice of Exercise in the form attached hereto as Annex A; (b) the Exercise Price (i) in cash or multiplied by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise the Shares remaining being purchased, which amount may be paid, at the election of the Holder, by wire transfer or certified check payable to the order of the Company. The person or persons in whose name(s) any certificate(s) representing Shares shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued issuable upon exercise of this Warrant shall be deemed to have become the holder holder(s) of record of of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person Shares shall be deemed to have become the holder of such shares at been issued) immediately prior to the close of business on the next succeeding date or dates upon which this Warrant is exercised. In the event Holder wishes to exercise this Warrant by means of a “cashless exercise” in which Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) equals the closing price of the Company's Common Stock, as reported (in order of priority) on the trading market on which the stock transfer books are open (whether before Company's Common Stock is then listed or after quoted for trading on the end trading date preceding the date of the election to exercise; or, if the Company's Common Stock is not then listed or traded on a trading market, then the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Recipient and the Company; (B) equals the Exercise Period)Price of the Warrant, as adjusted from time to time in accordance herewith; and (X) equals the number of Warrant Shares Holder wishes to exercise in accordance with the terms of this Warrant by means of a cashless exercise.

Exercise. Subject to Section 2.3 hereof, this This Warrant may be exercised by the Holder exercised, in whole or in part part, at any time and from time to time during the Exercise Period, . Such exercise shall be accomplished by delivery of the following tender to the Company at its address set forth above (or at such other address as it may designate by notice in writing of an amount equal to the Holder): Exercise Price multiplied by number of underlying shares being purchased (the “Purchase Price”), either (a) in cash, by wire transfer or by certified check or bank cashier’s check, payable to the order of the Company, or (b) by surrendering such number of shares of Common Stock received upon exercise of this Warrant with an aggregate Fair Market Value (as defined below) equal to the Purchase Price (as described in the following paragraph (a “Cashless Exercise”), together with presentation and surrender to the Company of this Warrant with an executed Notice of Exercise subscription agreement in substantially the form attached hereto as Annex A; Exhibit A (b) the Exercise Price (i) in cash or by check“Subscription”). Upon receipt of the foregoing, or (ii) pursuant the Company will deliver to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred StockHolders, as set forth in Section 2.3 hereof. Upon the exercise of this Warrantpromptly as possible, a certificate or certificates for representing the Exercise Shares shares of Common Stock so purchased, registered in the name of the Holder Holders or such other Person its transferee (as may be designated by the Holder (permitted under Section 3 below). With respect to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall Warrant, the Holders will for all purposes be deemed to have become the holder of record of such the number of shares of Common Stock purchased hereunder on the date on which this Warrant was surrendered the Subscription has been properly executed and payment of the Purchase Price have both been received by the Company (the “Exercise Price was madeDate”), irrespective of the date of delivery of the certificate evidencing such certificate or certificatesshares of the Common Stock, except that, if the date of such surrender and payment receipt is a date when on which the stock transfer books of the Company are closed, such Person shall person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after open. Fractional shares of Common Stock will not be issued upon the end exercise of this Warrant. In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holders will be entitled to receive cash equal to the current market price of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Period)Date. In the event this Warrant is exercised in part, the Company shall issue a new Warrant to the Holders covering the aggregate number of shares of Common Stock as to which this Warrant remains exercisable for.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Registered Holder on or before the Termination Date, in whole or in part at any time during the Exercise Periodpart, by delivery surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof; provided, however, that the Holder): Warrant Price shall never be less than $0.05 (a) an executed Notice of Exercise in the form attached hereto as Annex A;“Warrant Price Floor”). (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas 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 Person exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares at the close of business called for on the next succeeding date on which face of this Warrant minus the stock transfer books are open (whether before or after number of such shares purchased by the end of the Exercise Period)Registered Holder upon such exercise.

Exercise. Subject to Section 2.3 hereof, this This Warrant may be exercised by the Holder exercised, in whole or in part part, at any time and from time to time during the Exercise Period, . Such exercise shall be accomplished by delivery of the following tender to the Company at its address set forth above (or at such other address as it may designate by notice in writing of an amount equal to the Holder): Exercise Price multiplied by the number of underlying shares being purchased (athe “Purchase Price”), either (i) in cash, by wire transfer or by certified check or bank cashier’s check, payable to the order of the Company, or (ii) by surrendering such number of shares of Common Stock received upon exercise of this Warrant with an aggregate Fair Market Value (as defined below) equal to the Purchase Price (as described in the following paragraph (a “Cashless Exercise”), together with presentation and surrender to the Company of this Warrant with an executed Notice of Exercise subscription agreement in substantially the form attached hereto as Annex A; Exhibit A (b) the Exercise Price (i) in cash or by check“Subscription”). Upon receipt of the foregoing, or (ii) pursuant the Company will deliver to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred StockHolder, as set forth in Section 2.3 hereof. Upon the exercise of this Warrantpromptly as possible, a certificate or certificates for representing the Exercise Shares shares of Common Stock so purchased, registered in the name of the Holder or such other Person his transferee (as may be designated by the Holder (permitted under Section 3 below). With respect to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall Warrant, the Holder will for all purposes be deemed to have become the holder of record of such the number of shares of Common Stock purchased hereunder on the date on which this Warrant was surrendered the Subscription has been properly executed and payment of the Purchase Price have both been received by the Company (the “Exercise Price was madeDate”), irrespective of the date of delivery of the certificate evidencing such certificate or certificatesshares of the Common Stock, except that, if the date of such surrender and payment receipt is a date when on which the stock transfer books of the Company are closed, such Person shall person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after open. Fractional shares of Common Stock will not be issued upon the end exercise of this Warrant. In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holder will be entitled to receive cash equal to the current market price of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Period)Date. In the event this Warrant is exercised in part, the Company shall issue a new Warrant to the Holder covering the aggregate number of shares of Common Stock as to which this Warrant remains exercisable.

Exercise. Subject to Section 2.3 hereof, this Warrant may be exercised The Warrants and the purchase rights represented thereby are exercisable by the Holder Warrant Holder, in whole or in part part, at any time during after they vest until 5:00 p.m., Eastern Standard Time, on the Exercise Period, by delivery Expiration Date in accordance with the procedures set forth in Section 4(b) below. Upon receipt of the following items required under Section 4(b) and the Warrant Holder's fulfillment of the other terms of Section 4(b), the Company shall issue to the Company at its address set forth above (or at such other address as it may designate by notice in writing to Warrant Holder a certificate for the Holder): (a) an executed Notice of Exercise in the form attached hereto as Annex A; (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so Common Stock purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued Warrant Holder, upon exercise of this Warrant the Warrants, shall be deemed to have become the holder of record of the Warrant Shares represented thereby (and such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person Shares shall be deemed to have become the holder of such shares at been issued) immediately prior to the close of business on the next succeeding date on or dates upon which the stock transfer books Warrants are open (whether before or after exercised. In the end event of any exercise of the Exercise Period)rights represented by the Warrants, certificates for the Warrant Shares so purchased shall be delivered to the Warrant Holder as soon as practical and in any event within ten (10) business days after receipt of such notice and, unless the Warrants have been fully exercised or expired, new Warrants representing the remaining portion of the Warrants and the underlying Warrant Shares, if any, with respect to which this Warrant Agreement shall not then have been exercised shall also be issued to the Warrant Holder as soon as possible and in any event within such ten (10) day period.

Exercise. Subject (a) The SARs shall vest and become exercisable in equal annual installments (which shall be cumulative) on each of the first four anniversaries of the Grant Date (i.e., one quarter per year), provided that the Participant has not incurred a Termination of Employment prior to Section 2.3 hereof, this Warrant may be exercised the applicable vesting date. (b) If the Participant’s Termination is an involuntary Termination by the Holder Company without Cause, for Good Reason (as defined in whole the Participant’s employment agreement with the Company), or due to non-renewal by the Company of such employment agreement , or upon the Participant’s death or Disability (or term or concept of like import, as defined in part the Participant’s employment agreement with the Company), the SARs shall become vested and exercisable with respect to the number of Shares that would have vested if the Participant’s employment had continued for an additional twelve month period. (c) The SARs will become fully vested upon a Change in Control, if the Participant remains employed or is otherwise performing services for the Company at the time of the Change in Control or had an involuntarily Termination by the Company without Cause at any time during the Exercise Period, by delivery of 30 day period before the following to the Company at its address set forth above (or at such other address as it may designate by notice Change in writing to the Holder): (a) an executed Notice of Exercise in the form attached hereto as Annex A; (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; andControl. (d) To the requisite extent that the SARs have become vested and exercisable with respect to a number of shares Shares of Class A Preferred StockCommon Stock as provided herein, as set forth the SARs may thereafter be exercised by the Participant, in Section 2.3 hereof. Upon whole or in part, at any time or from time to time prior to the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name expiration of the Holder or such other Person term of the SARs by the filing of any written form of exercise notice as may be designated required by the Holder Committee. Upon expiration of the SARs, the SARs shall be canceled and no longer exercisable. There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the applicable vesting date. (e) The provisions of Section 7.4(b) of the Plan regarding Detrimental Activity shall apply to the extent SARs, and such transfer is not restricted and upon payment of any transfer taxes that provisions are required to be paid incorporated herein by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)reference.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder Registered Holder, in whole or in part at any time during the Exercise Periodpart, by delivery surrendering this Warrant, along with the purchase form appended hereto as EXHIBIT A duly executed and completed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate by notice in writing to the Registered Holder): , accompanied by either cash or certified cashier's check payable to the Company (a) an executed Notice or wire transfer of immediately available funds), in lawful money of the United States, of the Exercise Price payable in respect of the form attached hereto as Annex A;number of Warrant Shares purchased upon such exercise (the "AGGREGATE EXERCISE PRICE"). (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas 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 Person exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such shares certificates. (c) Within fifteen (15) days after the date of exercise of this Warrant, the Company, at its expense, will cause to be issued in the close name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of business on any applicable transfer taxes) may direct: (i) a certificate or certificates for the next succeeding date on number of full Warrant Shares to which the stock Registered Holder shall be entitled upon such exercise; and (ii) a new Warrant representing the shares with respect to which this Warrant shall not have been exercised (unless this Warrant has been fully exercised or has expired); PROVIDED, HOWEVER, that the Company shall not be required to pay any tax that may be payable in respect of any transfer books are open (whether before or after involving the end issuance and delivery of any such certificate upon exercise in a name other than that of the Exercise PeriodRegistered Holder and the Company shall not be required to issue or deliver certificates until the person or person requesting the issuance thereof shall have paid the Company the amount of tax or shall have established to the Company that such tax has been paid. Notwithstanding the foregoing, the Registered Holder shall be solely responsible for any income taxes payable and arising from the issuance or exercise of this Warrant, or any AD VALOREM property or intangible tax assessed against the Registered Holder. (d) Notwithstanding any other provision of this Warrant, the right to exercise this Warrant shall terminate prior to July 2, 2009, upon the sale of all or substantially all of the capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise in which the Registered Holder would be entitled to cash or securities traded on a national security exchange, the Nasdaq Stock Market, or an over-the-counter market in exchange for the Warrant Shares (other than a merger or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of the Common Stock immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction).

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder in whole or in part at any time Registered Holder, only during the Exercise Period, in whole or in part, by delivery surrendering this Warrant, with the purchase form appended hereto as Exhibit A duly executed by such Registered Holder, at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing to full, in lawful money of the Holder): (a) an executed Notice United States, of Exercise the Purchase Price payable in respect of the form attached hereto as Annex A;number of shares of Warrant Stock purchased upon such exercise. This Warrant shall be vested on the date hereof. (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this the Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas provided in Subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such Person 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) business 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 full 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 at the close of business called for on the next succeeding date on which face of this Warrant, less the stock transfer books are open number of such shares of Warrant Stock purchased by the Registered Holder upon such exercise as provided in Subsection 1(a) above. (whether before d) Unless registered under the Securities Act of 1933, as amended (the "Act"), each certificate for Warrant Stock purchased upon exercise of this Warrant shall bear a legend as follows, unless the Warrant Stock has been registered under the Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or after applicable state law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the end of Act, or pursuant to an exemption from registration under the Exercise Period)Act and applicable state law."

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder Registered Holder, in whole or in part at any time during the Exercise Periodpart, by delivery the surrender of this Warrant (with the Notice of Exercise Form attached hereto duly executed by such Registered Holder) at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing full, in lawful money of the United States, of an amount equal to the Holder): (a) an executed Notice then applicable Exercise Price multiplied by the number of Exercise in the form attached hereto as Annex A;Warrant Shares then being purchased upon such exercise. (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas 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 Person exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) Within three business days after the exercise of the purchase right represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, the Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof, and (ii) in case such exercise is in part only, a new Warrant or Warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares at purchased by the close Registered Holder upon such exercise as provided in subsection 1(a) above (prior to any adjustments made thereto pursuant to the provisions of business this Warrant). (d) The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment thereof in cash on the next succeeding date on which the stock transfer books are open (whether before or after the end basis of the Exercise Period)last sale price (as defined in Section 3) of the Company's Common Stock on the trading day immediately prior to the date of exercise, applicable.

Exercise. Subject to Section 2.3 hereof, The purchase rights represented by this Warrant may be exercised are exercisable by the Holder Warrantholder, in whole or in part part, at any time, or from time to time during the Exercise Periodperiod set forth in Section 1 above, by delivery of the following to tendering the Company at its address set forth above (or at such other address as it may designate by principal office a notice in writing to the Holder): (a) an executed Notice of Exercise exercise in the form attached hereto as Annex A; Exhibit A (b) the Exercise Price (i) in cash or by check"Notice of Exercise"), or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereofduly completed and executed. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised Exercise and the payment of the Exercise Price in fullaccordance with the terms set forth below, the Company will issue to the Warrantholder a new Warrant exercisable certificate for the number of Exercise Shares remaining shall be executed by shares of Stock of the Company purchased and delivered at will execute the same time as Notice of Exercise indicating the certificate (or certificates) for the Exercise Shares that are being issuednumber of shares of Stock which remain subject to future purchases, if any. The Person person or persons in whose name name(s) any certificate or certificates for the Exercise Shares are to certificate(s) representing shares of Stock will be issued upon exercise of this Warrant shall will be deemed to have become the holder of record of holder(s) of, the Shares represented thereby (and such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall will be deemed to have become the holder of such shares at been issued) immediately prior to the close of business on the next succeeding date on or dates upon which this Warrant is exercised. In the stock transfer books are open (whether before or after the end event of any exercise of the Exercise Period)rights represented by this Warrant, certificates for the Shares so purchased will be delivered to the Warrantholder or its designee as soon as practical and in any event within thirty (30) days after receipt of such notice and, unless this Warrant has been fully exercised or expired, a new Warrant representing the remaining portion of the Shares, if any, with respect to which this Warrant will not then have been exercised will also be issued to the Warrantholder as soon as possible and in any event within such thirty (30) day period.

Exercise. Subject to Section 2.3 hereof, this Warrant may be exercised by the Holder in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise A 2002-A WARRANT shall be exercisable only by the registered HOLDER surrendering it, together with the subscription form set forth in the form attached hereto 2002-A WARRANT duly executed, accompanied by payment, in full, in lawful money of the United States, of the Warrant Exercise Price for each full Share as Annex A;to which the 2002-A WARRANT is exercised, to the Warrant Agent. The Company shall act as its own Warrant Agent, and can be reached by phone at (▇▇▇) ▇▇▇-▇▇▇▇ or by mail at ▇▇▇ ▇▇▇ ▇▇▇▇, Houston, Texas, 77076. The COMPANY shall give notice to the registered HOLDERS of 2002-A WARRANTS of any change in the address of, or in the designation of, its Warrant Agent. (b) A 2002-A WARRANT may be exercised wholly or in part. If a 2002-A WARRANT is only exercised in part, a new WARRANT for the Exercise Price (i) in cash or by check, or (ii) pursuant number of Shares as to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above;which the 2002-A WARRANT shall not have been exercised shall be issued to the registered HOLDER. (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, As soon as set forth in Section 2.3 hereof. Upon practicable after the exercise of this Warrantany 2002-A WARRANT, the COMPANY shall issue to or upon the order of the registered HOLDER a certificate or certificates for the Exercise number of full Shares so purchasedwhich he is entitled, registered in the such name of the Holder or such other Person names as may be designated directed by him. (d) All Shares issued upon exercise of a 2002-A WARRANT shall be validly issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of the Holder (to issue thereof and all costs of issuance. However, the extent such transfer is not restricted and upon payment of any transfer registered HOLDER shall pay all taxes that are required to be paid by the Holder imposed in connection with any such transfer), shall be issued even if involved in an issue of a certificate, and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant COMPANY shall not be required to issue or deliver any stock certificate in such case until the tax shall have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate paid. (or certificatese) for the Exercise Shares that are being issued. The Person Each person in whose name any such certificate or certificates for the Exercise Shares are to be is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant the 2002-A WARRANT was surrendered and payment of the Warrant Exercise Price and applicable taxes was made, irrespective of the date of delivery of such certificate or certificatescertificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company COMPANY are closed, the person or persons entitled to receive Shares upon such Person exercise shall be deemed to have become considered the record holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before and shall be entitled to receive only dividends or distributions which are payable to holders of record after the end of the Exercise Period)that date.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder Registered Holder, in whole or in part at any time during the Exercise Periodpart, by delivery the surrender of this Warrant (with the Notice of Exercise Form attached hereto duly executed by such Registered Holder) at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing full, in lawful money of the United States, of an amount equal to the Holder): (athen applicable Exercise Price multiplied by the number of Warrant Shares then being purchased upon such exercise, subject to the cashless exercise provisions set forth in Section 2.3(b) an executed Notice of Exercise in the form attached hereto as Annex A;this Warrant. (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment to the Company as provided in subsection 1(a) above, if so surrendered prior to 5:00 p.m., New York City time, or if surrendered after 5:00 p.m., New York City time, as of the Exercise Price was madenext business day. At such time, irrespective of the date of delivery of person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such certificate or certificatesexercise as provided in subsection 1(c), except thatbelow, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) Unless exercising this Warrant in its entirety (or the then existing remainder of this Warrant in its entirety), exercises hereunder shall be only in full share increments. Within five (5) business days after the exercise of the purchase right represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, the Registered Holder, or, subject to the terms and conditions hereof (including the requirement that there be a registration statement then in effect with respect to transfers or an exemption therefrom), to such other individual or entity as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise (and, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof), and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares at purchased by the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Registered Holder upon such exercise as provided in subsection 1(a) above.

Exercise. Subject to Section 2.3 hereof, this Warrant (a) Each of the Warrants may be exercised by at any time or from time to time on or after the Holder Closing Date and prior to the earlier of (i) six (6) years from the date the Note is paid in full or (ii) ten (10) years from the date hereof, on any day that is a Business Day, for all or any part of the number of Issuable Warrant Shares purchasable upon its exercise. In order to exercise any Warrant, in whole or in part at any time during part, the Exercise Period, by delivery of the following Holder will deliver to the Company at the address designated by the Company pursuant to Section 6.06, (x) a written notice of such Holder's election to exercise its address set forth above Warrant, which notice will specify the number of Issuable Warrant Shares to be purchased pursuant to such exercise, (or at such other address as it may designate by notice y) payment of the Exercise Price, in writing an amount equal to the Holder): aggregate purchase price for all Issuable Warrant Shares to be purchased pursuant to such exercise, and (az) an executed Notice of Exercise the Warrant. Such notice will be substantially in the form attached hereto of the Subscription Form appearing at the end of the Warrants. Upon receipt of such notice, the Company will, as Annex A; promptly as practicable, and in any event within ten (b10) the Exercise Price Business Days (i) in cash or by checksuch longer period of time as is reasonably necessary to complete any required calculations or determinations), execute, or (ii) pursuant cause to Section 2.2 hereofbe executed, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, and deliver to such Holder a certificate or certificates for representing the Exercise Shares aggregate number of full shares of Common Stock and Other Securities issuable upon such exercise, as provided in this Agreement. The stock certificate or certificates so purchased, delivered will be in such denominations as may be specified in such notice and will be registered in the name of the Holder such Holder, or such other Person name as may designated in such notice. Warrants will be designated by the Holder (deemed to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any such certificate or certificates for the Exercise Shares are will be deemed to be issued upon exercise of this Warrant shall have been issued, and such Holder or any other Person so designated or named in such notice will be deemed to have become the a holder of record of such shares on for all purposes, as of the date on which this Warrant was surrendered and that such notice, together with payment of the Exercise Price was madeand the Warrant, irrespective of is received by the date Company. If the Warrant has been exercised in part, the Company will, at the time of delivery of such certificate or certificates, except that, if deliver to such Holder a new Warrant evidencing the date rights of such surrender and payment is Holder to purchase a date when number of Issuable Warrant Shares with respect to which the stock transfer books of Warrant has not been exercised, which new Warrant will, in all other respects, be identical with the Company are closedWarrants, such Person shall be deemed to have become or, at the holder request of such shares at the close of business Holder, appropriate notation may be made on the next succeeding date on which Warrant and the stock transfer books are open Warrant returned to such Holder. (whether before or after the end b) Payment of the Exercise PeriodPrice will be made, at the option of the Holder, by (i) company or individual check, certified or official bank check, (ii) cancellation of any debt and/or accrued interest owed by the Company to the Holder, or (iii) cancellation of Warrant Shares, valued at Fair Market Value (but no Appraised Value shall be required for purposes of this calculation). If the Holder surrenders a combination of cash or cancellation of any debt owed by the Company to the Holder or Warrants, the Holder will specify the respective number of shares of Common Stock to be purchased with each form of consideration, and the foregoing provisions will be applied to each form of consideration with the same effect as if the Warrant were being separately exercised with respect to each form of consideration; provided, however, that a Holder may designate that any cash to be remitted to a Holder in payment of debt be applied, together with other monies, to the exercise of the portion of the Warrant being exercised for cash; provided further, that so long as any amounts due under the Note remain outstanding, Holder will first apply such outstanding debt due under the Note towards the cost of exercising Warrants before applying any value in Warrants or Warrant Shares towards such exercise cost, but only if, such priority does not result in a greater tax liability than if Holder applied such outstanding debt due under the Note towards the cost of exercising Warrants after applying any value in Warrants or Warrant Shares towards such exercise cost.

Exercise. Subject to Section 2.3 hereof, this (A) This Warrant may be exercised by the Holder in whole or in part at any time during and from time to time from and after the Exercise Perioddate hereof until the termination of the Term (as defined in Section 3 hereof), by delivery of the following to the Company at its address set forth above principal executive offices of: (or at such other address as it may designate by notice in writing to i) this Warrant, (ii) the Holder): (a) an executed Notice of Exercise in the form Purchase Form attached hereto as Annex A; (b) Exhibit A duly completed and executed by the Exercise Price (i) in cash Holder or by checka permitted assignee, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination payment of the purchase price of the Warrant Shares in accordance with Section 2 below, (iiv) or if the person to whom the Warrant Shares is a permitted assignee, a duly certified copy of the assignment agreement between the Holder and the permitted assignee in a form reasonably acceptable to the Company and (iiv) above; if the Holder is not already a party thereto, a shareholders agreement, in any, and such other agreements as may be reasonably requested by the Company (c) this Warrant; and (d) collectively, the requisite number “Stockholders Agreements”), as each may be amended from time to time. In lieu of issuing fractional shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the Common Stock upon exercise of this Warrant, a certificate or certificates for the Exercise Company shall round down to the next whole number of shares. The Warrant Shares so purchasedpurchased shall be issued to the Holder as the record and beneficial owner of such Warrant Shares. (B) In addition, registered the Holder will have the option to exercise this Warrant in conjunction with an Acquisition or any other event where the name Holder would have the opportunity to sell some or all of the Holder Warrant Shares, subject to this Warrant (a “Liquidity Event”) or to require the Company to redeem this Warrant immediately prior to the consummation of such other Person as may be designated by Acquisition or Liquidity Event, in either case on a net exercise basis, with the gross value of this Warrant (prior to the netting out of the exercise price) equal to the amount the Holder (would have received in such Acquisition or Liquidity Event if it had exercised this Warrant immediately prior to such Acquisition or Liquidity Event and had thereby participated in such Acquisition or Liquidity Event. In connection with an Acquisition or Liquidity Event in which the Holder has the opportunity to sell less than all of the Warrant Shares, as applicable, subject to this Warrant, the option and mechanism described herein shall apply to the extent such transfer is the Holder elects to participate and any remaining Warrant Shares, that the Holder does not restricted and upon payment of any transfer taxes that are required have the opportunity to sell shall continue to be paid by subject to this Warrant. (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 with the purchase price of the Warrant Shares in accordance with Section 1(A) above. At such time, the Holder and/or any permitted assign(s) in connection with whose names any such transfer), Warrant Shares shall be issued and delivered issuable upon such exercise shall be deemed to have become the Holder holder or such other Person as promptly holders of record of the Warrant Shares. As soon as practicable (after the exercise of this Warrant in whole or in part, and in any event within five (5) Business Daysdays thereafter, the Company at its expense will cause to be issued: (i) after receipt in the name of and delivered to the Notice of Exercise. If this Warrant shall not have been exercised in fullHolder or its permitted assign(s) as set forth on the Purchase Form, a new Warrant exercisable for the number of Exercise whole Warrant Shares remaining to which such Holder shall be executed entitled upon such exercise, and (ii) in case such exercise is in part only, in the name of and delivered to the Holder and/or its permitted assigns a new warrant or warrants (on the same terms and conditions as are set out herein and dated as of the date hereof) for that number of Warrant Shares equal to the number of such Warrant Shares subject to this Warrant (without giving effect to any adjustment herein) minus the number of Warrant Shares purchased (without giving effect to any adjustment herein) by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issuedHolder and/or its permitted assigns upon such exercise. The Person in whose name any certificate or certificates for the Exercise Holder acknowledges that no fractional shares of Warrant Shares are to shall be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Warrant.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Registered Holder in whole by surrendering this Warrant, along with the purchase form appended hereto as Exhibit A duly executed and completed by the Registered Holder or in part by the Registered Holder’s duly authorized attorney, at any time during the Exercise Period, by delivery principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate by notice in writing to the Registered Holder): , accompanied by either (ai) an executed Notice cash or certified cashier’s check payable to the Company (or wire transfer of Exercise immediately available funds), in lawful money of the form attached hereto as Annex A; (b) United States, of the Exercise Price payable in respect of the number of Warrant Shares purchased upon such exercise (i) in cash or by checkthe “Aggregate Exercise Price”), or (ii) pursuant a written notice to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) the Company that the Registered Holder is exercising this Warrant; and (d) Warrant on a “cashless” exercise basis by authorizing the requisite Company to withhold from issuance a number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the Common Stock issuable upon such exercise of the Warrant which when multiplied by the Fair Market Value (as defined in Article 3 hereof) of the Common Stock is equal to the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder ). (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5b) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was and the completed purchase form shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas 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 Person exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) Within ten (10) days after the date of exercise of this Warrant, 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, 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; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involving the issuance and delivery of any such certificate upon exercise in a name other than that of the Registered Holder and the Company shall not be required to issue or deliver certificates until the person or person requesting the issuance thereof shall have paid the Company the amount of tax or shall have established to the Company that such tax has been paid. Notwithstanding the foregoing, the Registered Holder shall be solely responsible for any income taxes payable and arising from the issuance or exercise of this Warrant, or any ad valorem property or intangible tax assessed against the Registered Holder. (d) The Company shall assist and cooperate with any Registered Holder required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company). (e) Notwithstanding any other provision of this Warrant, if the exercise of all or any portion of this Warrant is to be made in connection with a registered public offering, a sale of the Company or any other transaction or event, such exercise may, at the election of the Registered Holder, be conditioned upon consummation of such shares at transaction or event in which case such exercise shall not be deemed effective until the close consummation of business on the next succeeding date on which the stock transfer books are open (whether before such transaction or after the end of the Exercise Period)event.

Exercise. Subject to Section 2.3 hereof, The rights represented by this Warrant may be exercised by the Holder in whole or in part at any time time, subject to the terms of Section 2 and as further specified herein, during the Exercise Period, so long as the Exercise Shares for which this Warrant is being exercised are then vested and exercisable hereunder in accordance with Section 3.1, by delivery by the Holder of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an An executed Notice of Exercise in the form attached hereto as Annex Exhibit A; (b) Payment of the Exercise Price (i) either in cash or by checkwire transfer of immediately available funds; provided, or (ii) pursuant however, that, for so long as the R&D Agreement is in effect, the Holder may, at its option in writing in the Notice of Exercise, elect to Section 2.2 hereof, or (iii) offset the Exercise Price against any combination of (i) or (ii) above;amounts then owed to the Holder from the Company; and (c) This Warrant. For the avoidance of doubt, this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth Warrant may not be exercised for any Exercise Shares that have not vested in accordance with Section 2.3 hereof3.1. Upon the exercise of the rights represented by this Warrant, a certificate or certificates book-entry statement for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by persons affiliated with the Holder, if the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer)so designates, shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) a reasonable time after receipt of the Notice of Exercise. If rights represented by this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issuedso exercised. The Person person in whose name any certificate or certificates book-entry statements for the Exercise Shares are to be issued delivered upon exercise of this Warrant shall be deemed to have become the holder of record of such shares of Common Stock purchased on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificatesbook-entry statement, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)open.

Exercise. Subject to Section 2.3 the other terms and conditions hereof, this Warrant may the Option shall be exercised by the Holder in whole or in part exercisable at any time during the Exercise Period, by delivery when all or a portion of the following Option is vested under this Option Agreement upon written notice to the Company at its address set forth above (Company, or at such other address method of exercise as it may designate be specified by the Company, including without limitation, exercise by electronic means. The notice in writing to the Holder): will: (a) an executed Notice of Exercise in state the form attached hereto as Annex A; (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred StockStock to which the Option is being exercised; and (b) if the Option is being exercised by anyone other than the Holder, as set forth in Section 2.3 hereofif not already provided, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Option under this Option Agreement and all applicable laws and regulations. Upon As a condition to the exercise of this Warrantthe Option and the obligation of the Company to issue Stock upon the exercise thereof, the proposed recipient of the Stock shall make any representation or warranty to comply with any applicable law or regulation or to confirm any factual matters reasonably requested by the Company or its counsel. Upon exercise of the Option and the satisfaction of all conditions thereto, the Company shall deliver a certificate or certificates for Stock to the Exercise Shares so purchased, registered in specified person or persons at the name specified time upon receipt of the Holder or aggregate exercise price for such Stock. The full exercise price for the portion of the Option being exercised shall be paid to the Company (a) in cash; (b) by certified check (denominated in U.S. Dollars); (c) subject to the Board’ discretion and approval, by delivery of other Person as may be designated shares of Stock then owned by the Holder for more than six months on the date of surrender (unless this condition is waived by the Board), having a Fair Market Value on the date of surrender equal to or greater than the aggregate exercise price of the Stock as to which said Option shall be exercised; (d) cancellation of indebtedness of the Company owed to the extent such transfer is not restricted Holder; (e) by any other means which the Company determines are consistent with the purposes of this Option Agreement and upon payment with applicable laws and regulations; or (f) any combination of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), foregoing methods of payment. No fractional shares of Stock shall be issued and or delivered pursuant to the Holder this Option Agreement. The Board shall determine whether cash or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining property shall be executed by the Company and delivered at the same time as the certificate (issued or certificates) for the Exercise Shares that are being issued. The Person paid in whose name lieu of such fractional shares or whether such fractional shares or any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant rights thereto shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate forfeited or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)otherwise eliminated.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder Registered Holder, in whole or in part at any time during the Exercise Periodpart, by delivery the surrender of this Warrant (with the Notice of Exercise Form attached hereto duly executed by such Registered Holder) at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing full, in lawful money of the United States, of an amount equal to the Holder): (a) an executed Notice then applicable Exercise Price multiplied by the number of Exercise in the form attached hereto as Annex A;Warrant Shares then being purchased upon such exercise. (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas 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 Person exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (1) Within three (3) business days after the exercise of the purchase right represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, the Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (1) a certificate or certificates for the number of full shares of Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof, and (2) in case such exercise is in part only, a new Warrant or Warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares at purchased by the close Registered Holder upon such exercise as provided in subsection 1(a) above (prior to any adjustments made thereto pursuant to the provisions of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Periodthis Warrant).

Exercise. Subject to Section 2.3 hereof, this Warrant may be exercised by the Holder in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed The Option shall be exercisable by the Optionee, or either of them, upon the first to occur of (i) termination of either of their respective employments by Optionor regardless of the reason for such termination, (ii) April 1, 1998, which is the date immediately subsequent to the date on which the Optionor's Annual Report for fiscal 1997 on Form 10-KSB is required to be filed with the Securities and Exchange Commission, (iii) the date on which Optionor's common stock is no longer listed for quotation on the NASDAQ Stock Market, or (iv) any attempt by Optionor to sell any of the Option Stock or any Subject Business to any party or entity other than Optionee. At any time as the Option is exercisable hereunder, the Optionee may exercise the Call, in whole but not in part, by giving written notice (the "Exercise Notice") to the Optionor prior to 5:00 p.m., Florida time, on the last day of the Option Period. The Exercise Notice shall specify whether the Call is being exercised with respect to the Option Stock or the Subject Business. If the call is exercised with respect to the Subject Business, the Optionor and the Optionee will execute and deliver the Agreement to Sell and Purchase, a copy of Exercise in the form which is attached hereto as Annex A;Attachment A. If the Call is exercised with respect to the Option Stock, the Optionor and the Optionee will execute an agreement selling the Option Stock and containing representations and warranties customarily found in such an agreement and similar in terms and conditions to Attachment A. (b) If the Exercise Price Optionor attempts to sell or notifies the Optionee of the Optionor's intent to sell all or any part of the Subject Business or the Option Stock to a bona-fide third party, the Optionor shall specify in such notice all of the terms and conditions of such sale, and then, and only in such event, the following shall be applicable: (i) in cash The Optionee shall have a period of sixty days from the receipt of such attempt or by check, or notice within which to notify the Optionor that it elects to exercise the Option; (ii) If the Optionee does not exercise the Option within such sixty day period, the Optionor shall be free to sell the Subject Business or the Option Stock to such bona-fide third party solely on the terms and conditions specified in the notice. Any proposed sale or other transfer by the Optionor of the Subject Business or the Option Stock for any price less than that at, or on any terms and conditions other than those by which, the Optionee could have purchased the Subject Business or the Option Stock pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon provisions hereof shall be subject to the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered first right in the name Optionee to purchase the Subject Business or the Option Stock at such lesser price, subject to such other terms and conditions, and Optionee shall have a period of thirty days from the receipt of such notice within which to notify the Optionor that the Optionee elects to purchase the Subject Business or the Option Stock on such other terms and conditions. To assure that the intent of these provisions will be carried out, it is expressly agreed that the Optionor will provide in any agreement or document, of any kind or nature, relating to the sale or other transfer of the Holder Subject Business or the Option Stock to any bona-fide third party that such offer, agreement or other Person as may be designated by the Holder (document is subject to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)provisions hereof.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder Registered Holder, in whole or in part at any time during the Exercise Periodpart, by delivery surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing to full, in lawful money of the Holder): (a) an executed Notice United States, of Exercise the Purchase Price payable in respect of the form attached hereto as Annex A;number of Warrant Shares purchased upon such exercise. (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas 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 Person exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 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 shares at the close of business called for on the next succeeding date on which face of this Warrant minus the stock transfer books are open sum of (whether before or after a) the end number of such shares purchased by the Exercise Period)Registered Holder upon such exercise.

Exercise. Subject to Section 2.3 hereof, The purchase rights set forth in this Warrant may be exercised are exercisable by the Holder Warrantholder, in whole or in part part, at any time, or from time during to time, prior to the Exercise Periodexpiration of the term set forth in Section 2, by delivery of the following tendering to the Company at its address set forth above (or at such other address as it may designate by principal office a notice in writing to the Holder): (a) an executed Notice of Exercise exercise in the form attached hereto as Annex A; (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment Credit Agreement as Exhibit I (the “Notice of any transfer taxes that are required to be paid by the Holder in connection with any such transferExercise”), shall be issued duly completed and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after executed. Promptly upon receipt of the Notice of Exercise. If this Warrant Exercise and the payment of the Purchase Price in accordance with the terms set forth below, and in no event later than three (3) days thereafter, the Company shall not have been exercised in full, issue to the Warrantholder a new Warrant exercisable certificate for the number of Exercise Shares remaining shares of Common Stock purchased and shall be executed by execute the Company and delivered at acknowledgment of exercise in the same time form attached to the Credit Agreement as Exhibit II (the certificate (or certificates“Acknowledgment of Exercise”) for indicating the Exercise Shares that are being issuednumber of shares which remain subject to future purchases, if any. The Person Except as provided in whose name any certificate or certificates for the Exercise Shares are to be issued upon following sentence, each exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed been effected immediately prior to have become the holder of such shares at the close of business on the next succeeding date day on which this Warrant shall have been surrendered to the Company as provided in the paragraph above. Notwithstanding the foregoing, if an exercise of all or any portion of this Warrant is being made in connection with (i) a proposed Acquisition, (ii) a proposed issuance or sale of, or dividend or distribution in respect of, capital stock transfer books are open (whether before or after the end any other securities of the Company, or (iii) a proposed transfer of capital stock or other securities of the Company, then, at the election of the Warrantholder, such exercise may be conditioned upon the consummation of such public offering, Acquisition, issuance, sale, dividend, distribution or transfer, in which case (A) such exercise shall be effective concurrently with the consummation of such public offering, Acquisition, issuance, sale, dividend, distribution or transfer, and (B) appropriate modifications will be made to the Notice of Exercise Periodto reflect the conditionality specified in this sentence. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Warrant and, if applicable, an amended Warrant representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue Common Stock in accordance with the following formula: X = Y(A-B) A Where: X = the number of shares of Common Stock to be issued to the Warrantholder. Y = the number of shares of Common Stock requested to be exercised under this Warrant. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (i) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) day period ending three days before the day the current fair market value of one (1) share of Common Stock is being determined; or (ii) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending three days before the day the current fair market value of one (1) share of Common Stock is being determined; or (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in The NASDAQ Stock Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors, unless the Company shall become subject to an Acquisition, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of Common Stock pursuant to such Acquisition. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Warrant representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Warrant shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

Exercise. Subject (a) The Registered Holder may, at its option, elect to Section 2.3 hereofexercise this Warrant, this Warrant may be exercised by the Holder in whole or in part and at any time during the Exercise Periodor from time to time, by delivery surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by or on behalf of the following to Registered Holder, at the Company at its address set forth above (principal office of the Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing to full, in lawful money of the Holder): United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise (a) an executed Notice of Exercise in the form attached hereto as Annex A; (b) the Exercise Price (i) in cash or by check, or (ii) including payment pursuant to Section 2.2 hereof, or (iii1(b) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transferbelow), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant Registered Holder shall be deemed to have become the holder of record of such shares the Warrant Shares on the date on which this Warrant was is surrendered and payment of the Exercise Purchase Price was is made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person Registered Holder shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open open (whether before b) In lieu of exercising this Warrant for cash, the Registered Holder may elect to receive shares equal to the value of this Warrant (or after the end portion thereof being exercised) by surrender of this Warrant at the principal office of the Exercise PeriodCompany together with notice of such election (a “Net Exercise”).. A Registered Holder who Net Exercises shall have the rights described in Section 1 hereof, and the Company shall issue to such Registered Holder a number of Warrant Shares computed using the following formula: Where

Exercise. Subject to Section 2.3 hereof, The purchase rights represented by this Warrant may be exercised exercised, either for cash or on a cashless basis, by the Holder Holder, in whole or in part part, at any time, or from time during the Exercise Periodto time, by delivery the surrender of this Warrant (with the notice of exercise form (the “Notice of Exercise”) attached hereto as Exhibit A duly executed) at the principal office of the following Company, and by payment to the Company at its address set forth above (or at such other address as it may designate by notice in writing of an amount equal to the Holder): (a) an executed Notice of Exercise in the form attached hereto as Annex A; (b) the Exercise Price (i) in cash or multiplied by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise the Shares remaining being purchased, which amount may be paid, at the election of the Holder, by wire transfer or certified check payable to the order of the Company. The person or persons in whose name(s) any certificate(s) representing Shares shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued issuable upon exercise of this Warrant shall be deemed to have become the holder holder(s) of record of of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person Shares shall be deemed to have become the holder of such shares at been issued) immediately prior to the close of business on the next succeeding date or dates upon which this Warrant is exercised. In the event Holder wishes to exercise this Warrant by means of a “cashless exercise” in which Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) equals the average of the closing price of the Company’s Common Stock, as reported (in order of priority) on the Trading Market on which the stock transfer books are open (whether before Company’s Common Stock is then listed or after quoted for trading on the end Trading Date preceding the date of the election to exercise; or, if the Company’s Common Stock is not then listed or traded on a Trading Market, then the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Recipient and the Company, the fees and expenses of which shall be paid by the Company for the three (3) Trading Days immediately preceding the date of such election; (B) equals the Exercise Period)Price of the Warrant, as adjusted from time to time in accordance herewith; and (X) equals the number of Warrant Shares Holder wishes to exercise in accordance with the terms of this Warrant by means of a cashless exercise.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder Registered Holder, in whole or in part at any time during the Exercise Periodpart, by delivery the surrender of this Warrant (with the Notice of Exercise Form attached hereto duly executed by such Registered Holder) at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing full, in lawful money of the United States, of an amount equal to the Holder): (a) an executed Notice then applicable Exercise Price multiplied by the number of Exercise in the form attached hereto as Annex A;Warrant Shares then being purchased upon such exercise. (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas 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 Person exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) Within five (5) business days after the exercise of the purchase right represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, the Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of shares of Common Stock currently stated on the face of this Warrant minus the number of such shares at of Common Stock purchased by the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Registered Holder upon such exercise as provided in subsection 1(a) above.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder ▇▇▇▇▇▇, in whole or in part at any time during the Exercise Periodpart, prior to termination as provided in Section 4 hereof, by delivery surrendering this Warrant, with the purchase form appended hereto as Exhibit A duly executed by such Holder or by such ▇▇▇▇▇▇’s duly authorized attorney, at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing to full by cash, check or wire transfer of the Holder): (a) an executed Notice Purchase Price payable in respect of Exercise in the form attached hereto as Annex A;number of shares of Warrant Stock purchased upon such exercise. (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas provided in Section 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such Person exercise shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such shares at the close of business on the next succeeding date on which the stock transfer books are open certificates. (whether before or c) As soon as practicable after the end exercise of this Warrant, the Exercise PeriodCompany at its expense shall cause to be issued in the name of, and delivered to, Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of shares of Warrant Stock to which such Holder shall be entitled. (d) Each certificate for Warrant Stock or for any other security issued or issuable upon exercise of this Warrant shall bear the following legends: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder Registered Holder, in whole or in part at any time during the Exercise Periodpart, by delivery the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit I duly executed by Registered Holder) at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing full, in lawful money of the United States, of an amount equal to the Holder): (a) an executed Notice then applicable Purchase Price multiplied by the number of Exercise in the form attached hereto as Annex A;Warrant Shares then being purchased upon such exercise (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas 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 Person exercise as providedin subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of the purchase right represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct; (i) a certificate or certificates for the number of full shares of Warrant Shares to which Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)purchased by Registered Holder upon such exercise as provided in subsection 1(a) above.

Exercise. Subject to Section 2.3 hereof, this Warrant may be exercised by the Holder in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise Except as otherwise provided in subparagraph (f) below, a WARRANT shall be exercisable only by the registered HOLDER surrendering it, together with the subscription form set forth in the form attached hereto WARRANT duly executed, accompanied by payment, in full, in lawful money of the United States, of the Warrant Exercise Price for each full Share as Annex A;to which the WARRANT is exercised, to the Warrant Agent. The Warrant Agent is the COMPANY's Transfer Agent, olde Monmouth Stock Transfer Co., ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. The COMPANY shall give notice to the registered HOLDERS of WARRANTS of any change in the address of, or in the designation of, its Warrant Agent. (b) A WARRANT may be exercised wholly or in part. If a WARRANT is only exercised in part, a new WARRANT for the Exercise Price (i) in cash or by check, or (ii) pursuant number of shares as to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above;which the WARRANT shall not have been exercised shall be issued to the registered HOLDER. (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, As soon as set forth in Section 2.3 hereof. Upon practicable after the exercise of this Warrantany WARRANT, the COMPANY shall issue to or upon the order of the registered HOLDER a certificate or certificates for the Exercise number of full Shares so purchasedwhich he is entitled, registered in the such name of the Holder or such other Person names as may be designated directed by him. (d) All Shares issued upon exercise of a WARRANT shall be validly issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of the Holder (to issue thereof. However, the extent such transfer is not restricted and upon payment of any transfer registered HOLDER shall pay all taxes that are required to be paid by the Holder imposed in connection with any such transfer), shall be issued even if involved in an issue of a certificate, and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant COMPANY shall not be required to issue or deliver any stock certificate in such case until the tax shall have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate paid. (or certificatese) for the Exercise Shares that are being issued. The Person Each person in whose name any such certificate or certificates for the Exercise Shares are to be is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant the WARRANT was surrendered and payment of the Warrant Exercise Price and applicable taxes was made, irrespective of the date of delivery of such certificate or certificatescertificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company COMPANY are closed, the person or persons entitled to receive Shares upon such Person exercise shall be deemed to have become considered the record holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open and shall be entitled to receive only dividends or distributions which are payable to holders of record after that date. (whether before or after f) Notwithstanding sub-paragraph (a) above, with respect to full payment upon exercise of a WARRANT, the end 1996-A Warrants shall be exercisable by the registered HOLDER surrendering-it, together with the subscription form set forth in the WARRANT duly executed, accompanied by payment of at least ten percent (10%) of the full Exercise Period)Price for each full Share as to which the WARRANT is exercised, in lawful money of the United states, to the Warrant Agent. The shares shall be issued in escrow -and, held by the COMPANY for release to the subscribing HOLDER only when the balance is paid in full. The balance shall be paid in full on or before December 31, 1996; subject, however, to an extension (grace period) of no more than two (2) weeks in the discretion of the subscribing HOLDER. If the balance is paid in full by the due date, as extended, the shares shall be released to the subscribing HOLDER; if the balance is not paid in full by the due date, as extended, the shares shall be returned to the Warrant Agent for cancellation and the ten percent (10%) deposit shall be returned without interest.

Exercise. Subject to Section 2.3 hereof, this Warrant (a) Each of the Warrants may be exercised upon the earliest to occur of: (i) a Corporate Transaction with respect to the Company or Stellex Industries, (ii) an IPO by the Holder Company, Stellex Industries or an Intermediate Holding Company, (iii) the date which is 60 days prior to the Expiration Date. In order to exercise any Warrant, in whole or in part at any time during part, the Exercise Period, by delivery of the following Holder will deliver to the Company at its the address set forth above (or at such other address as it may designate designated by notice in writing the Company pursuant to the Holder): (a) an executed Notice of Exercise in the form attached hereto as Annex A; (b) the Exercise Price Section 6.04, (i) in cash or by checka written notice of the Holder's election to exercise such Warrant, or which notice will specify the number of Warrant Shares to be purchased pursuant to such exercise, (ii) payment of the Exercise Price, in an amount equal to the aggregate purchase price for all Warrant Shares to be purchased pursuant to Section 2.2 hereofsuch exercise, or and (iii) any combination the Warrant. Upon receipt of (i) or (ii) above; (c) this Warrant; and (d) such notice, the requisite number of shares of Class A Preferred StockCompany will, as set forth promptly as practicable, and in Section 2.3 hereof. Upon any event within ten (10) Business Days, execute, or cause to be executed, and deliver to the exercise of this Warrant, Holder a certificate or certificates for representing the Exercise Shares aggregate number of full shares of Class B Common Stock and/or Other Securities issuable upon such exercise, as provided in this Agreement. The stock certificate or certificates so purchased, delivered will be in such denominations as may be specified in such notice and will be registered in the name of the Holder or such other Person as may Holder. A Warrant will be designated by the Holder (deemed to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any such certificate or certificates for will be deemed to have been issued, and the Exercise Shares are to be issued upon exercise of this Warrant shall Holder will be deemed to have become the a holder of record of such shares on for all purposes, as of the date on which this Warrant was surrendered and that such notice, together with payment of the Exercise Price was madeand the Warrant, irrespective of is received by the date Company. If the Warrant has been exercised in part, the Company will, at the time of delivery of such certificate or certificates, except that, if deliver to the date of such surrender and payment is Holder a date when new Warrant evidencing the stock transfer books rights of the Company are closedHolder to purchase a number of Warrant Shares with respect to which the Warrant has not been exercised, such Person shall which new Warrant will, in all other respects, be deemed to have become identical with the holder of such shares Warrants, or, at the close request of business the Holder, appropriate notation may be made on the next succeeding date on which Warrant and the stock transfer books are open Warrant returned to the Holder. (whether before or after the end b) Payment of the Exercise Period)Price will be made by company or individual check or certified or official bank check.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder Registered Holder, in whole or in part at any time during the Exercise Periodpart, by delivery the surrender of this Warrant (with the Notice of Exercise Form attached hereto duly executed by such Registered Holder) at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing full, in lawful money of the United States, of an amount equal to the Holder): (a) an executed Notice then applicable Exercise Price multiplied by the number of Exercise in the form attached hereto as Annex A;Warrant Shares then being purchased upon such exercise. (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas 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 Person exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) Within five (5) business days after the exercise of the purchase right represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, the Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares at purchased by the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Registered Holder upon such exercise as provided in subsection 1(a) above.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder Registered Holder, in whole or in part at any time during the Exercise Periodpart, by delivery surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing to full, in lawful money of the Holder): (a) an executed Notice United States, of Exercise the Purchase Price payable in respect of the form attached hereto as Annex A;number of Warrant Shares purchased upon such exercise. (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas 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 Person exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable 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 shares at the close of business called for on the next succeeding date on which face of this Warrant minus the stock transfer books are open (whether before or after number of such shares purchased by the end of the Exercise Period)Registered Holder upon such exercise.

Exercise. Subject Prior to Section 2.3 hereofthe Expiration Date, this Warrant may be exercised by the Holder in whole Holder, as to all or in part at any time during less than all of the Exercise Periodshares of Common Stock covered hereby, by delivery surrender of this Warrant at the following to the Company at its address set forth above Company's principal office (for all purposes of this Warrant, 1▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ or at such other address as it the Company may designate advise the registered Holder hereof by notice in writing to the Holder): (agiven by certified or registered mail) an executed Notice of Exercise in with the form of election to subscribe attached hereto as Annex A; (b) Exhibit A duly executed and upon tender of payment to the Company of the Exercise Price (i) for shares so purchased in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereofwired funds. Upon the exercise date of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at (herein called the same time as the certificate (or certificates) for the "Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of Date"), this Warrant shall be deemed to have been exercised and the person exercising the same shall become the a holder of record of shares of Common Stock (or of the other securities or property to which he or it is entitled upon such exercise) purchased hereunder for all purposes, and a certificate or certificates for such shares on so purchased shall be delivered to the date on Holder or its transferee within a reasonable time (not exceeding 10 days) after this Warrant shall have been exercised as set forth hereinabove. In the event that this Warrant is exercised in part, the Company will execute and deliver a new Warrant of like tenor exercisable for the number of shares remaining for which this Warrant was surrendered may then be exercised. If this Warrant is not exercised on or prior to the Expiration Date, this Warrant shall become void and payment all rights of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person Holder hereunder shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)cease.

Exercise. Subject to Section 2.3 hereof, The purchase rights represented by this Warrant may be exercised are exercisable by the Holder Warrantholder, in whole or in part part, at any time, or from time to time during the Exercise Periodperiod set forth in Section 1 above, by delivery of the following to tendering the Company at its address set forth above (or at such other address as it may designate by principal office a notice in writing to the Holder): (a) an executed Notice of Exercise exercise in the form attached hereto as Annex A; Exhibit A (b) the Exercise Price (i) in cash or by check"Notice of Exercise"), or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereofduly completed and executed. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised Exercise and the payment of the Exercise Price in fullaccordance with the terms set forth below, the Company will issue to the Warrantholder a new Warrant exercisable certificate for the number of Exercise Shares remaining shall be executed by shares of Stock of the Company purchased and delivered at will execute the same time as Notice of Exercise indicating the certificate (or certificates) for the Exercise Shares that are being issuednumber of shares of Stock which remain subject to future purchases, if any. The Person person or persons in whose name name(s) any certificate or certificates for the Exercise Shares are to certificate(s) representing shares of Stock will be issued upon exercise of this Warrant shall will be deemed to have become the holder holder(s) of record of the Shares represented thereby (and such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall will be deemed to have become the holder of such shares at been issued) immediately prior to the close of business on the next succeeding date on or dates upon which this Warrant is exercised. In the stock transfer books are open (whether before or after the end event of any exercise of the Exercise Period)rights represented by this Warrant, certificates for the Shares so purchased will be delivered to the 2 Warrantholder or its designee as soon as practical and in any event within thirty (30) days after receipt of such notice and, unless this Warrant has been fully exercised or expired, a new Warrant representing the remaining portion of the Shares, if any, with respect to which this Warrant will not then have been exercised will also be issued to the Warrantholder as soon as possible and in any event within such thirty (30) day period.

Exercise. Subject to Section 2.3 hereof, this 2 (a) This Warrant may be exercised by the Holder Holder, in whole or in part part, at any time during and from time to time after the Exercise PeriodFirst Calculation Date by surrender (in person or by notice as provided in Article 12 hereof) of this Warrant at the principal offices of the Company located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, together with: (i) (A) the form of subscription following the signature page of this Warrant executed by Holder, and (B) payment, by delivery certified or official bank check payable to the order of the following Company or by wire transfer to the Company's account, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Warrant Price then in effect; provided, however, if the Bank or any Person affiliated with the Bank is the Holder at the time of any exercise under this Section 1.1(a)(i), in lieu of paying by certified or official bank check or wire transfer as provided in Section 1.1(a)(i)(B), the Bank may at its option execute and deliver to the Company at its address set forth above a certificate of reduction (or at such other address as it may designate by notice in writing to the Holder): (a"Certificate of Reduction") an executed Notice of Exercise in the form attached hereto following the signature page of this Warrant, which Certificate of Reduction shall reduce the amount of the PNC Debt by the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Warrant Price then in effect, and in each instance where the Bank so executes and delivers a Certificate of Reduction and the Holder hereof exercises its right to effect payment pursuant to the Certificate of Reduction in lieu of paying by certified or official bank check or wire transfer as Annex A;provided in Section 1.1(a)(i)(B) the same shall be as legal, valid, binding and enforceable against the Company as if the Company had received the certified or official bank check or wire transfer referred to in Section 1.1(a)(i)(B); or (ii) the form of cashless exercise election (a "Cashless Exercise") following the signature page of this Warrant executed by Holder. Such presentation and surrender constituting a Cashless Exercise shall be deemed a waiver of Holder's obligation to pay all ----------------- or any portion of the Warrant Price in the manner contemplated by Subsection 1.1(a)(i) hereof or otherwise. In the event of a Cashless Exercise, Holder shall exchange this Warrant for that number of shares of Common Stock determined by multiplying the number of Warrant Shares being exercised by a fraction, the numerator of which shall be the difference between the Market Price and the Warrant Price per share of Common Stock, and the denominator of which shall be the Market Price per share of Common Stock. (b) If this Warrant is not exercised in full, the Exercise Price Company, at its sole cost expense, shall forthwith issue and deliver to or upon the order of Holder, a new Warrant of like tenor in the name of Holder or as Holder may request, calling in the aggregate on the face thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to (i) in cash or by check, or the number of such shares called for on the face of this Warrant minus (ii) pursuant the number of such shares for which this Warrant shall have been exercised without giving effect to Section 2.2 hereof, or (iii) any combination adjustment in number as a result of (i) or (ii) changes in the Warrant Price called for above;. (c) this Warrant; and (d) If the requisite number of shares of Class A Preferred Stock, as set forth in Warrant Price is adjusted pursuant to Section 2.3 hereof. Upon the exercise 8 of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining Warrants to which Holder is entitled shall be executed adjusted by multiplying the Company number of Warrants to which Holder is entitled immediately prior to such adjustment by a fraction, the numerator of which is the Warrant Price prior to such adjustment and delivered at the same time as denominator of which is the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of Price after such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)adjustment.

Exercise. Subject to Section 2.3 hereofThis Option may be exercised or surrendered during the Holder's lifetime only by the Holder or his/her guardian or legal representative. THIS OPTION SHALL NOT BE TRANSFERABLE BY THE HOLDER OTHERWISE THAN BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION, this Warrant may SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN. This Option shall vest and be exercisable as follows: Cumulative Shares Vesting Date Shares Vested at Vesting Date Vested at Vesting Date ------------ ----------------------------- ---------------------- This Option shall be exercised by the Holder in whole (or in by her executors, administrators, guardian or legal representative) as to all or part at any time during of the Exercise PeriodShares, by delivery the giving of written notice of exercise to the Company, specifying the number of Shares to be purchased, accompanied by payment of the following to full purchase price for the Company Shares being purchased. Full payment of such purchase price shall be made at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice time of Exercise in the form attached hereto as Annex A; (b) the Exercise Price exercise and shall be made (i) in cash or by checkcertified check or bank check or wire transfer of immediately available funds, or (ii) pursuant to Section 2.2 hereofwith the consent of the Company, by tendering previously acquired Shares (valued at its Fair Market Value (as defined in the Plan), as determined by the Company as of the date of tender), or (iii) any with the consent of the Company, a combination of (i) or and (ii) above; (c) ). Such notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Company may from time to time direct, and shall be in such form, containing such further provisions as the Company may from time to time prescribe. In no event may this Warrant; Option be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and (d) , within a reasonable time thereafter, such transfer shall be evidenced on the requisite number books of shares the Company. No person exercising this Option shall have any of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the rights of a holder of Shares subject to this Option until certificates for such Shares shall have been issued following the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), Option. No adjustment shall be issued and delivered made for cash dividends or other rights for which the record date is prior to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)issuance.

Exercise. (a) METHOD OF EXERCISE, PAYMENT; ISSUANCE OF NEW WARRANT. Subject to Section 2.3 1 and subsection (b) hereof, the purchase right represented by this Warrant may be exercised by the Holder holder hereof, in whole or in part at any and from time during the Exercise Periodto time, by delivery the surrender of this Warrant (with the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the exercise form attached hereto as Annex A; (bExhibit A duly executed) at the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name principal office of the Holder or such other Person as may be designated Company and by the Holder (payment to the extent such transfer is not restricted and upon payment Company of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered an amount equal to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for Price multiplied by the number of Exercise Warrant Shares remaining then being purchased. The person or persons in whose name(s) any certificate(s) representing shares of Common Stock shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued issuable upon exercise of this Warrant shall be deemed to have become the holder holder(s) of record of of, and shall be treated for all purposes as the record holder(s) of, the shares represented thereby (and such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at been issued) immediately prior to the close of business on the next succeeding date on or dates upon which this Warrant is exercised. In the stock transfer books are open (whether before or after the end event of any exercise of the Exercise Period)rights represented by this Warrant, certificates for the shares of Common Stock so purchased shall be delivered to the holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised, a new Warrant representing the portion of the Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder hereof as soon as possible and in any event within such thirty (30)-day period.

Exercise. (i) Subject to Section 2.3 the other terms and conditions hereof, this Warrant may be exercised -------- the Option is exercisable, provided payment is made as provided below, from time to time by the Holder in whole or in part at any time during the Exercise Period, by delivery of the following written notice to the Company at its address set forth above (or at such other address as it may designate in the form required by notice in writing to the Holder):Company, the covenants and substantive provisions of which are hereby made part of this Agreement), which shall: (a) an executed Notice state that the Option is thereby being exercised, the number of Exercise Shares with respect to which the Option is being exercised, each person in whose name any certificates for the form attached hereto as Annex AShares should be registered and that person's address and social security number; (b) be signed by the Exercise Price person or persons entitled to exercise the Option and, if the Option is being exercised by anyone other than the Holder, be accompanied by proof satisfactory to counsel for the Company of the right of that person or persons to exercise the Option under all applicable laws and regulations; and (ic) be accompanied by such representations, warranties or agreements with respect to the investment intent of the person or persons exercising the Option as the Company may reasonably request, in form and substance satisfactory to counsel for the Company. (ii) Payment of the Option price may be made, in the discretion of the person exercising the Option, by full payment of the option price in cash or by check, or, with the consent of the Company, in whole or in part by a surrender of previously acquired Common Shares of the Company having a Fair Market Value (iias defined below) pursuant on the date of exercise equal to Section 2.2 hereof, that portion of the purchase price for which payment in cash or (iii) any combination check is not made. The latter of (i) or (ii) above; (c) this Warrantthe dates on which that notice and payment are received by the Company constitutes the date of exercise of the Option; and (diii) For purposes hereof, the "Fair Market Value" of a Common Share as of any date shall be; (a) the requisite number closing price of shares of Class A Preferred Stocka Common Share on the principal exchange on which the Common Shares are then trading, if any, on the day immediately prior to that date, or if Common Shares were not traded on that prior day, then on the next preceding trading day during which a sale occurred (the applicable trading day, the "Trade Date"); or (b) if Common Shares are not traded on an exchange but are quoted on NASDAQ or a successor quotation system, (1) the last sale price (if Common Shares are then listed as a National Market Issue under the NASD National Market System) on the Trade Date; or (2) if Common Shares are not then so listed, the mean between the closing representative bid and asked prices for Common Shares on the Trade Date as reported by NASDAQ or that successor quotation system; or (3) if Common Shares are not publicly traded on an exchange and not quoted on NASDAQ or a successor quotation system, the mean between the closing bid and asked prices for Common Shares, on the Trade Date, as set forth determined in Section 2.3 hereof. Upon good faith by the Board of Directors; or (4) if Common Shares are not publicly traded, the fair market value established by the Board of Directors of the Company acting in good faith. (iv) As a condition to the exercise of this Warrantthe Option and the obligation of the Company to issue Shares upon the exercise thereof, the proposed recipient of the Shares shall make any representation or warranty necessary to comply with any applicable law or regulation or to confirm any factual matter reasonably requested by the Company or its counsel. (v) Upon exercise of the Option and the satisfaction of all conditions thereto, the Company shall deliver a certificate or certificates for the Exercise applicable Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted person or persons and at the time specified above upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable payment for the number of Exercise those Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)set forth above.

Exercise. Subject to Section 2.3 hereof, The rights represented by this Warrant may be exercised by the Holder in whole or in part at any time during the Exercise PeriodPeriod so long as the Exercise Shares for which this Warrant is being exercised are then vested and exercisable hereunder in accordance with Section 2.1, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an An executed Notice of Exercise in the form attached hereto as Annex Ahereto; (b) Payment of the Exercise Price either (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination by cancellation of (i) or (ii) above;indebtedness; and (c) this This Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of the rights represented by this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by persons affiliated with the Holder, if the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer)so designates, shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) a reasonable time after receipt of the Notice of Exercise. If rights represented by this Warrant shall not have been so exercised. In the event that this Warrant is being exercised in fullfor less than all of the then-current number of Exercise Shares purchasable hereunder, the Company shall, concurrently with the issuance by the Company of the number of Exercise Shares for which this Warrant is then being exercised, issue a new Warrant exercisable for the remaining number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issuedpurchasable hereunder. The Person person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)open.

Exercise. Subject to Section 2.3 hereof(1) A Warrant Holder may exercise the Warrants, this Warrant may be exercised by the Holder in whole or in part at any time during part, to purchase the Exercise Period, by delivery Underlying Shares in such amounts as may be elected upon surrender of the following Warrant Certificates therefor with the subscription form thereon duly executed, to the Company at its address corporate office at 2 So▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇gether with the full Underlying Share Purchase Price for each Underlying Share to be purchased, (i) in lawful money of the United States, or by certified check or bank draft payable in United States dollars to the order of the Company, (ii) cancellation of all or any part of the unpaid principal amount of indebtedness outstanding under the Loan Agreement in an amount equal to the Underlying Share Purchase Price, or (iii) surrender to the Company for cancellation certificates representing shares of Common Stock of the Company owned by the Warrant Holder (properly endorsed for transfer in blank) having a current market price on the date of Warrant exercise equal to the Underlying Share Purchase Price and upon compliance with and subject to the conditions set forth above herein and in the Warrant Certificate. For purposes of any computation under this Section 2(b)(1), the then current market price per share of Common Stock will be computed as set forth under Section 2(c). (2) Upon receipt of such Warrant Certificates together with the Subscription Form attached hereto as Exhibit D (or at a reasonable facsimile thereof) thereon duly executed and accompanied by payment of the Underlying Share Purchase Price for the number of Underlying Shares for which such other address as it may designate Warrants are then being exercised, the Company shall, subject to Section 5(b) hereof, cause to be issued and delivered promptly, but in all events within three (3) days of receipt by notice in writing the Company of the Underlying Share Purchase Price, to the Warrant Holder certificates for such shares of Common Stock in such denominations as are requested by the Warrant Holder):. (a3) an executed Notice In case a Warrant Holder shall exercise Warrants with respect to less than all of Exercise the Underlying Shares, the Company will execute a new Warrant Certificate, as represented by a warrant certificate substantially in the form attached hereto as Annex Exhibit A; (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number balance of Exercise the Underlying Shares remaining that may be purchased upon exercise of such Warrants and deliver such new Warrant Certificate to the Warrant Holder. Warrant Certificates shall be executed on behalf of the Company by the Company Company's Chairman of the Board, President or any Vice President and delivered at the same time as the certificate by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary. (or certificates4) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant Warrants shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed been exercised immediately prior to have become the holder of such shares at the close of business on the next succeeding date on which Exercise Date, and the stock transfer books are open (whether before or after person entitled to receive the end Underlying Shares and any Warrant Certificate representing the unexercised portion of the Warrants deliverable upon such exercise shall be treated for all purposes as the holder of such Underlying Shares and unexercised Warrants, respectively, upon such exercise as of the close of business on the Exercise Period)Date. (5) The Company covenants and agrees that it will pay when due and payable any and all taxes that may be payable in respect of the issue of the Warrants or the issue of any Underlying Shares. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer by the Warrant Holder of the Warrants or any Underlying Shares to any person or entity at the time of surrender. Until the payment of the tax referred to in the previous sentence and the presentation to the Company by the Warrant Holder of reasonable proof of such payment, the Company shall not be required to issue such Underlying Shares or new Warrant Certificates representing unexercised Warrants to any transferee.

Exercise. Subject Pursuant to Section 2.3 the terms and subject to the conditions hereof, this Warrant may be exercised by the Holder in whole or in part hereof (but only on the conditions hereafter set forth) at any time during after the Exercise Perioddate hereof and prior to the Expiration Date as to all or any increment or increments of one hundred (100) Shares (or the balance of the Shares if less than such number), by upon delivery of the following written notice of intent to exercise to the Company at its address set forth above (the following address: Cumberland Pharmaceuticals Inc., 2▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chief Executive, or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): (a) an executed Notice Holder hereof, together with this Warrant and payment to the Company of Exercise in the form attached hereto as Annex A; (b) the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable by a certified or bank check (i) in cash or by check, or (ii) pursuant wire transfer of immediately available funds to Section 2.2 hereof, or (iii) any combination an account of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereofCompany). Upon the exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within ten (10) business days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Holder or such other Person as may be designated by Shares, the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered entitled to receive a new Warrant covering the Holder or such other Person as promptly as practicable (and number of Shares in any event within five (5) Business Days) after receipt respect of the Notice of Exercise. If which this Warrant shall not have been exercised exercised, which new Warrant shall in fullall other respects be identical to this Warrant. If a fractional share of Common Stock would be issuable upon exercise of the rights represented by this Warrant, the Company will, as soon as practicable after the exercise thereof, deliver to the Holder, in lieu of such fractional share, a new Warrant exercisable for check payable to the number Holder in an amount equal to the difference between the fair market value of Exercise Shares remaining shall be executed such fractional share as of the date of such exercise, as determined in good faith by the Company Company’s board of directors, and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issuedPrice of such fractional share. The Person in whose name any certificate Company will pay all documenting, stamp or certificates for similar taxes and other governmental charges that may be imposed with respect to the Exercise issuance of the Shares upon the exercise of the warrants, unless the Shares are to be issued delivered to a holder other than Holder, in which case such delivery will be made only upon exercise payment by the Holder of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate any transfer taxes or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)other charges incidental thereto.

Exercise. Subject to Section 2.3 hereof, this Warrant may be exercised by the Holder in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise A WARRANT shall be exercisable only by the registered holder (HOLDER or its assignee) surrendering it, together with the subscription form set forth in the form attached hereto WARRANT duly executed, accompanied by payment, in full, in lawful money of the United States, of the Warrant Exercise Price for each full Share as Annex A;to which the WARRANT is exercised, to the Warrant Agent. The Company shall act as its own Warrant Agent, and can be reached by phone at (403) 264-6300 or by ▇▇▇▇ ▇▇ ▇▇▇▇ - 4th Street SE, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ give notice to the registered HOLDER of WARRANTS of any change in the address of, or in the designation of, its Warrant Agent. (b) A WARRANT may be exercised wholly or in part. If a WARRANT is only exercised in part, a new WARRANT for the Exercise Price (i) in cash or by check, or (ii) pursuant number of Shares as to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above;which the WARRANT shall not have been exercised shall be issued to the registered HOLDER. (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, As soon as set forth in Section 2.3 hereof. Upon practicable after the exercise of this Warrantany WARRANT, the COMPANY shall issue to or upon the order of the registered HOLDER a certificate or certificates for the Exercise number of full Shares so purchasedwhich he is entitled, registered in the such name of the Holder or such other Person names as may be designated directed by him. Neither the WARRANT nor the Shares issuable upon exercise of a WARRANT have been registered under the Securities Act of 1933, as amended. HOLDER hereof and thereof shall be subject to such restrictions imposed by the Holder Securities Act of 1933, as amended, upon the sale or other disposition thereof. (to d) All Shares issued upon exercise of a WARRANT shall be validly issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of the extent such transfer is not restricted issue thereof and upon payment all costs of any transfer issuance. However, the registered HOLDER shall pay all taxes that are required to be paid by the Holder imposed in connection with any such transfer), shall be issued even if involved in an issue of a certificate, and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant COMPANY shall not be required to issue or deliver any stock certificate in such case until the tax shall have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate paid. (or certificatese) for the Exercise Shares that are being issued. The Person Each person in whose name any such certificate or certificates for the Exercise Shares are to be is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant the WARRANT was surrendered and payment of the Warrant Exercise Price and applicable taxes was made, irrespective of the date of delivery of such certificate or certificatescertificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company COMPANY are closed, the person or persons entitled to receive Shares upon such Person exercise shall be deemed to have become considered the record holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before and shall be entitled to receive only dividends or distributions which are payable to holders of record after the end of the Exercise Period)that date.

Exercise. Subject to Section 2.3 hereof, this This Warrant may be exercised by the Holder Warrantholder by (i) the surrender of this Warrant (or an indemnification undertaking or other form of security reasonably satisfactory to the Company with respect to this Warrant in whole the case of its loss, theft or in part at destruction) to the Company, with a duly executed Exercise Form specifying the number of Warrant Shares to be purchased, during normal business hours on any time Business Day during the Exercise PeriodPeriod and (ii) the delivery of payment to the Company, for the account of the Company, by delivery wire transfer of immediately available funds to a bank account specified by the Company, of the following Exercise Price for the number of Warrant Shares specified in the Exercise Form in lawful money of the United States of America (the "Aggregate Exercise Price"). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 1.2(a), the Company shall, or shall cause its transfer agent to, within two (2) Business Days of the Company's receipt of the Aggregate Exercise Price and this Warrant (or an indemnification undertaking or other form of security reasonably satisfactory to the Company at its address set forth above (or at such other address as it may designate by notice in writing with respect to the Holder): (a) an executed Notice of Exercise this Warrant in the form attached hereto as Annex case of its loss, theft or destruction) either (A; (b) at the Exercise Price (i) in cash or by checkWarrantholder's request, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite credit such aggregate number of shares of Class A Preferred StockCommon Stock to which the Warrantholder shall be entitled upon such exercise to the holder's or its designee's balance account with The Depository Trust Company ("DTC") through its Deposit Withdrawal Agent Commission system, provided that (i) Transfer Agent is participating in DTC Fast Automated Securities Transfer Program, (ii) the Warrantholder is eligible to receive shares through DTC, and (iii) the certificates for the Common Stock do not bear a legend thereon, or (B) issue and deliver to the address as set forth specified in Section 2.3 hereof. Upon the exercise of this WarrantExercise Form, a certificate or certificates for in such denominations as may be requested by the holder in the Exercise Shares so purchasedForm, registered in the name of the Holder Warrantholder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer)its designee, shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shares of Common Stock to which the Warrantholder shall be executed by entitled upon such exercise. Upon delivery of the Company Aggregate Exercise Price and delivered at this Warrant, the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of such shares on the date on Warrant Shares with respect to which this Warrant was surrendered and payment of has been exercised. If this Warrant shall have been exercised only in part, the Exercise Price was madeCompany shall, irrespective of at the date time of delivery of such the stock certificate or certificates, except thatdeliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, if which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of such surrender and payment is a date when which the stock transfer books of the Company are closed, such Person Warrantholder shall be deemed to have become be the record holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Warrant Shares.

Exercise. Subject (a) This Warrant shall become exercisable by the Registered Holder only if, and at such time as, the following conditions have been satisfied: (i) Within twenty days from the date of issuance of this Warrant, the Company shall have received a blanket purchase order issued by Creative (including entities affiliated with Creative), relating to the purchase by Creative of an aggregate of at least * of the Company's products during the twelve months following the date of issuance of this Warrant, on the terms set forth in the Distribution Agreement; AND (ii) Concurrently with the issuance of such purchase order, Creative Technology Ltd. shall deliver funds in the amount of * to the Company, to be applied * , in accordance with Section 2.3 hereof4.1(c) of the Distribution Agreement. (b) Upon satisfaction of the conditions set forth in Section 1(a) above, this Warrant may be exercised by the Registered Holder at any time prior to the Expiration Date, in whole or in part at any time during the Exercise Periodpart, by delivery surrendering this Warrant, with the purchase form appended hereto as EXHIBIT A duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing to full by cash, check or wire transfer of the Holder): (a) an executed Notice Purchase Price payable in respect of Exercise in the form attached hereto as Annex A; (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination number of (i) or (ii) above;shares of Common Stock purchased upon such exercise. (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas provided in Section 1(b) above. At such time, the person or persons in whose name or names any certificates for Common Stock shall be issuable upon such Person exercise as provided in Section 1(e) below shall be deemed to have become the holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end record of the Exercise Period)Common Stock represented by such certificates.

Exercise. Subject to Section 2.3 hereof, this This Warrant may be exercised by the Holder in whole hereof (but -------- only on the conditions hereinafter set forth) as to all or in part at any time during increment or increments of One Hundred (100) Shares (or the Exercise Periodbalance of the Shares if less than such number), by upon delivery of the following written notice of intent to exercise to the Company at its address set forth above (the following address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Memphis, Tennessee 38114 or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): (a) an executed Notice Holder hereof, together with this Warrant and payment to the Company of Exercise in the form attached hereto as Annex A; (b) the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) in cash by certified or by bank check, or (ii) pursuant by the surrender of the Note or portion thereof having an outstanding principal balance equal to Section 2.2 hereof, the aggregate Exercise Price or (iii) any combination by the surrender of (i) or (ii) above; (c) a portion of this Warrant; and (d) Warrant where the requisite number Shares subject to the portion of shares of Class A Preferred Stock, as set forth in Section 2.3 hereofthis Warrant that is surrendered have a fair market value equal to the aggregate Exercise Price. Upon the exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Holder or such other Person as may be designated by Shares, the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered entitled to receive a new Warrant covering the Holder or such other Person as promptly as practicable (and number of Shares in any event within five (5) Business Days) after receipt respect of the Notice of Exercise. If which this Warrant shall not have been exercised in fullexercised, a which new Warrant exercisable for the number of Exercise Shares remaining shall in all other respects be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issuedidentical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Warrant.

Exercise. Subject to Section 2.3 hereof, this Warrant may be exercised by the Holder in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed The Option shall be exercisable by H▇▇▇▇▇ delivering to the Company, during the Option Period, a Notice of Option Exercise in the form as attached hereto as Annex A;Exhibit A (the “Exercise Notice”) and complying with the remaining terms and conditions herein. (b) Holder may pay for Option Shares, and the Exercise Price amount of any tax withholding required hereunder, (i) in cash or cash, (ii) by checkcertified check payable to the order of the Company, (iii) by means of a net issuance (as described below), or (iiiv) pursuant to Section 2.2 hereof, or (iii) any by a combination of (i) or (ii) above;the foregoing. (c) this Warrant; and (d) The Holder may arrange for exercise of the requisite number Option and payment of the Option Price by means of a net issuance of shares of Class A Preferred StockCommon Stock as described below (i.e., a cashless exercise), provided, however, that exercise by means of a net issuance shall be permitted only as follows: (x) if the Holder is an officer (as defined for purposes of Section 16 of the Securities Exchange Act of 1934, as set forth amended) at the time of exercise, then a net issuance must be approved in advance by the Compensation Committee of the Board of Directors or by the full Board of Directors if the Board has not established a Compensation Committee at such time (as applicable, the “Committee), and (y) if the Holder is not an officer (as defined for purposes of Section 2.3 hereof16 of the Securities Exchange Act of 1934, as amended) at the time of exercise, then a net issuance must be approved in advance by the Committee or, if and to the extent the Committee so determines, the Company’s General Counsel or other officer of the Company. Upon If a net issuance of Option Shares is so approved and the Holder chooses to exercise in that manner, the exercise of this Warrantthe Option shall be treated as follows: Upon notice of exercise, a certificate or certificates for the Exercise Shares so purchasedHolder shall be deemed, registered in the name as of the Holder date of exercise, to have received all of the shares of Common Stock subject to the Option (or such other Person portion of such shares of Common Stock as may be designated by the Holder (corresponds to the extent portion of the Option being exercised), and shall simultaneously be deemed to have delivered back to the Company that number of such transfer is not restricted shares of Common Stock as have a fair market value (determined as of the date of exercise) equal to the Option Price required to be paid on exercise of the Option (or portion being exercised) and upon payment of any transfer taxes that are additional amounts required to be paid by the Holder in connection with the exercise of the Option. (d) In addition to payment of the Option Price for the Option Shares being purchased, as a condition to the issuance of Option Shares and the delivery of any certificate for such transferOption Shares, the Holder shall be required to remit to the Company an amount sufficient to satisfy any federal, state and/or local tax withholding requirements arising in connection with the exercise of the Option. If the Company for any reason does not require the Holder to make a payment sufficient to satisfy such withholding requirements, any tax withholding payments made by the Company or any affiliate of the Company to any federal, state or local tax authority with respect to the exercise of the Option shall constitute a personal obligation of the Holder to the Company, payable upon demand or, at the option of the Company, by deduction from future compensation payable to the Holder. In addition, at the request of the Holder, with consent of the Committee (which may be unreasonably withheld), shall or to the extent it is determined by the Committee to be issued and delivered necessary or appropriate in connection with any applicable federal, state or local tax withholding obligations, the Company may withhold a portion of the Option Shares that would otherwise be issuable to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt on the exercise of the Notice Option. In such event, the portion of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining withholding obligation thus satisfied shall be executed by equal to the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment fair market value of the Exercise Price was made, irrespective Option Shares so withheld determined as of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment Option is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)exercised.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder Holder, in whole or in part at any time during the Exercise Periodpart, by delivery surrendering this Warrant at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing to full of the Holder): (a) an executed Notice Purchase Price payable in respect of Exercise the number of Warrant Shares purchased upon such exercise in the form attached hereto as Annex A; (b) the Exercise Price of (i) in cash or by checklawful money of the United States, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number delivery of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated Series B Stock then owned by the Holder valued at their fair market value as determined by (to or in a manner approved by) the extent such transfer is not restricted and upon payment Board of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt Directors of the Notice of Exercise. If this Warrant shall not have been exercised Company in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate good faith. (or certificatesb) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon 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. At such time, the Holder shall be deemed to have become the holder of record of the Warrant Shares represented by such shares certificates. (c) 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 Holder: (i) a certificate or certificates for the number of full Warrant Shares to which the Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Holder would otherwise be entitled, cash in an amount determined as set forth herein; 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 date on which this face or faces thereof for the number of Warrant was surrendered and payment of Shares equal (without giving effect to any adjustment therein) to the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder number of such shares at the close of business called for on the next succeeding date on which face of this Warrant minus the stock transfer books are open (whether before or after number of such shares purchased by the end of the Exercise Period)Holder upon such exercise.

Exercise. (1) Subject to Section 2.3 hereofthe limitation set forth in subsection 4.1(2), this Warrant holders of Warrants may be exercised by the Holder in whole or in part at any time during prior to the Exercise PeriodExpiry Time exercise the right thereby conferred to be issued Common Shares by surrendering to the Warrant Agent at its principal offices in Vancouver, British Columbia or to any other person or at any other place designated by delivery Crystallex with the approval of the following to the Company at its address set forth above (or Warrant Agent, during normal business hours on a business day at such other address as it may designate by notice in writing to the Holder):place: (a) a certified cheque or bank draft payable to the Warrant Agent in an executed Notice amount equal to the product of the Exercise in Price and the form attached hereto as Annex Anumber of Warrants being exercised; (b) the Exercise Price (iWarrant Certificate(s) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) aboveevidencing such Warrants; (c) this Warranta duly completed and executed notice of exercise substantially in the form set out in Appendix 1 to such Warrant Certificate(s); and (d) such other documents as may be contemplated by the requisite Warrant Certificates(s). Notwithstanding the foregoing, a Warrantholder may exercise the Warrants by delivering to the Warrant Agent a facsimile transmission of copies of the documents referred to in (b) and (c) above and a wire transfer to an account of Crystallex in an amount equal to the product of the Exercise Price and the number of shares Warrants being exercised, provided that the originals of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name each of the Holder documents referred to in (b) and (c) above are received by the Warrant Agent or such other Person person as may be designated herein within three business days of the date of such facsimile transmission. (2) Any certified cheque, bank draft or wire transfer, Warrant Certificate or notice of exercise referred to in subsection 4.1 (1) will be deemed to have been surrendered only on personal delivery thereof to, or, if sent by mail or other means of transmission, on actual receipt thereof by, the Warrant Agent or one of the other persons at the office or one of the other places specified in subsection 4.1 (1) provided however that if exercise is made by facsimile transmission as set out in subsection 4.1 (1) the documentation referred to therein will be deemed to be surrendered as at the date of the facsimile transmission in the event the original documentation referred to therein is received by the Holder Warrant Agent or other person as designated therein within three business days of the date of the facsimile transmission. (3) Any notice of exercise referred to in subsection 4.1(1) must be signed by the Warrantholder, or such Warrantholder=s executors, administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the extent such transfer is not restricted and upon payment of Warrant Agent, acting reasonably, and, if any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Common Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares thereby issuable are to be issued to a person or persons other than the Warrantholder, must specify the name or names and the address or addresses of each such person or persons and the number of Common Shares to be issued to each such person if more than one is so specified. Back to Contents (4) The holder of any Warrant Certificate who wishes to exercise the Warrants evidenced by such Warrant Certificate may exercise less than all of such Warrants and in the case of any such partial exercise shall be entitled to receive a Warrant Certificate, in form, signed and certified in accordance with the provisions of Article 2, evidencing the number of Warrants held by the Warrantholder which remain unexercised. Such Warrant Certificate will be delivered by the Warrant Agent to the holder concurrently with the certificates representing the Common Shares issued on partial exercise of such holder’s Warrants. (5) Each person exercising Warrants must provide Crystallex with (A) either (i) written certification as to facts that would evidence that such person exercising such Warrants in compliance with an exemption from registration under the U.S. Securities Act or (ii) a written opinion of counsel acceptable to Crystallex to the effect that the Warrants and the Common Shares delivered upon exercise of this Warrant shall be deemed thereof have been registered under the U.S. Securities Act or are exempt from registration thereunder, together with (B) written certification as to have become such other material reflecting that the holder of record of such shares on exercise is exempt from registration as the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Corporation may reasonably request.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder Registered Holder, in whole or in part at any time during the Exercise Periodpart, by delivery surrendering this Warrant, with the purchase form appended hereto as EXHIBIT 1 duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency by as it the Company may designate designate, accompanied by notice payment in writing 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. For purposes hereof, the Purchase Price shall be equal to the Holder): (a) an executed Notice of Exercise in the form attached hereto as Annex A;$7.50 per share. (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas provided in subsection l(a) above. At such time, the person or persons whose name or names any certificates for Warrant Shares shall be issuable upon such Person exercise as provided in subsection (c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days hereafter, 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 shares at the close of business called for on the next succeeding date on which face of this Warrant minus the stock transfer books are open (whether before or after number of such shares purchased by the end of the Exercise Period)Registered Holder upon such exercise.

Exercise. Subject to Section 2.3 hereofthe provisions of this Agreement, this Warrant may be exercised by the Holder in whole or in part at any time during the Exercise Period, by delivery of the following upon surrender to the Company at its address set forth above (or at such other address as it may designate by notice in writing principal office of a Warrant Certificate with the Election to the Holder): (a) an executed Notice of Exercise Purchase substantially in the form attached hereto as Annex A; (bII to such Warrant Certificate duly executed, together with payment in accordance with the last sentence of this Section 4(b) of the applicable Exercise Price then in effect (i) in cash or by checkthe date of such surrender, or (ii) pursuant the “Exercise Date”), the Company shall issue and deliver promptly to Section 2.2 hereof, or (iii) any combination the registered holder of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrantsuch Warrant Certificate, a certificate or certificates for the Exercise Warrant Shares so purchasedor other securities or property to which the registered holder is entitled, registered in the name of such registered holder or, upon the Holder written order of such registered holder, in such name or names as such other Person as registered holder may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercisedesignate. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any Any certificate or certificates for the Exercise representing Warrant Shares are shall be deemed to have been issued and any person so designated to be issued upon exercise of this Warrant named therein shall be deemed to have become the holder of record of such shares on the Warrant Shares as of the date on which this of the surrender of such Warrant was surrendered Certificate (together with such duly executed Form of Election to Purchase) and payment of the Exercise Price. Payment of the applicable Exercise Price was with respect to an exercise of Warrant pursuant to this Section 4(b) shall be made, irrespective at the holder’s option, (x) in cash or (y) without the payment of cash, by reducing the date number of delivery shares of Class C Common Stock obtainable upon the exercise of such certificate or certificatesWarrant (an exercise as provided under this clause (y), except that, a “Cashless Exercise”) so as to yield a number of shares of Class C Common Stock issued upon the exercise of such Warrant equal to the product of (A) the number of shares of Class C Common Stock that would have been issued if the date of such surrender and Warrant being exercised had been exercised upon the full payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise PeriodPrice in cash and (B) a fraction, the numerator of which is the excess of the current market price per share of Common Stock on the applicable Exercise Date (determined in accordance with Section 7(f)) over the Exercise Price as of such Exercise Date and the denominator of which is the current market price per share of the Common Stock as of such Exercise Date (determined in accordance with Section 7(f)).

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereafter set forth) as to all or any increment or increments of one hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company at the following address: 4815 ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇tention: Stev▇ ▇▇▇▇▇▇▇▇, ▇▇ such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by the surrender of the Note or portion thereof having, an outstanding principal balance equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering, the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares upon exercise of this Warrant. (b) In lieu of exercising this Warrant pursuant to Section 3(a) above, the Holder shall have the right to require the Company to convert this Warrant (as it may be adjusted pursuant to Section 5 hereof), in whole or in part and at any time during or times into Shares (the Exercise Period"Conversion Right"), by upon delivery of the following written notice of intent to convert to the Company at its address set forth above (in Section 3(a) or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): Holder hereof, together with this Warrant. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (awithout payment by the Holder of any Exercise Price) an executed Notice that number of Exercise in Shares which is equal to the form attached hereto as Annex A; quotient obtained by dividing (bx) the net value of the number of Shares with respect to which Holder is then exercising the Conversion Right (determined by subtracting the aggregate Exercise Price (i) in cash or by check, or (ii) pursuant for the Shares with respect to Section 2.2 hereof, or (iii) any combination which Holder is then exercising the Conversion Right from a number equal to the product of (i) or the Fair Market Value per Share (as such term is defined in Section 5(b)) as at such time, multiplied by (ii) above; that number of Shares with respect to which Holder is then exercising the Conversion Right), by (c) this Warrant; and (dy) the requisite number of shares of Class A Preferred Stock, as set forth Fair Market Value per Share. Any references in Section 2.3 hereof. Upon any Warrants to the exercise "exercise" of this Warrant, a certificate or certificates for and the Exercise Shares so purchased, registered in the name use of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer)term exercise herein, shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment include (without limitation) any exercise of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Conversion Right.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder Registered Holder, in whole or in part at any time during the Exercise Periodpart, by delivery surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing to full, in lawful money of the Holder): (a) an executed Notice United States, of Exercise the Purchase Price payable in respect of the form attached hereto as Annex A;number of Warrant Shares purchased upon such exercise. The Purchase Price may be paid by cash, check or wire transfer. (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closed(the "Exercise Date") 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 Person exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable 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: (A) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise; and (B) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares at the close of business called for on the next succeeding date on which face of this Warrant minus the stock transfer books are open (whether before or after number of such shares purchased by the end of the Exercise Period)Registered Holder upon such exercise.

Exercise. Subject to Section 2.3 hereof, this This Warrant may be exercised by the Holder in whole hereof (but only -------- on the conditions hereinafter set forth) as to all or in part at any time during increment or increments of the Exercise Period, by Shares then subject to exercise under Section 1 above upon delivery of written notice of intent to exercise in substantially the following form of the "Notice of Exercise" attached hereto as Annex A, to the Company at its address set forth above (the following address: ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached hereto as Annex A; (b) the Exercise Price Holder hereof, together with this Warrant and either (i) in cash a certified or by check, cashier's check payable to the Company for the aggregate purchase price of the Shares so purchased or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stocksurrender, as set forth in Section 2.3 hereofnoted on the Notice of Exercise, of Shares having a value on the date of exercise equal to the aggregate purchase price of the Shares so purchased. Upon the exercise of this WarrantWarrant as aforesaid, the Company shall, as promptly as practicable, and in any event within fifteen (15) business days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Holder or such other Person as may be designated by Shares, the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered entitled to receive a new Warrant covering the Holder or such other Person as promptly as practicable (and number of Shares in any event within five (5) Business Days) after receipt respect of the Notice of Exercise. If which this Warrant shall not have been exercised in fullexercised, a which new Warrant exercisable for the number of Exercise Shares remaining shall in all other respects be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issuedidentical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant Warrant; provided, however, that the Company shall have no liability for any state or federal income taxes which may be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment payable by Holder upon income recognized by Holder as a result of the Exercise Price was made, irrespective exercise of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)this Warrant.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereafter set forth) as to all or any increment or increments of one hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company at the following address: 4815 ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇tention: Stev▇ ▇▇▇▇▇▇▇▇, ▇▇ such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by the surrender of the Note or portion thereof having, an outstanding principal balance equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares upon exercise of this Warrant. (b) In lieu of exercising this Warrant pursuant to Section 3(a) above, the Holder shall have the right to require the Company to convert this Warrant (as it may be adjusted pursuant to Section 5 hereof), in whole or in part and at any time during or times into Shares (the Exercise Period"Conversion Right"), by upon delivery of the following written notice of intent to convert to the Company at its address set forth above (in Section 3(a) or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): Holder hereof, together with this Warrant. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (awithout payment by the Holder of any Exercise Price) an executed Notice that number of Exercise in Shares which is equal to the form attached hereto as Annex A; quotient obtained by dividing (bx) the net value of the number of Shares with respect to which Holder is then exercising the Conversion Right (determined by subtracting the aggregate Exercise Price (i) in cash or by check, or (ii) pursuant for the Shares with respect to Section 2.2 hereof, or (iii) any combination which Holder is then exercising the Conversion Right from a number equal to the product of (i) or the Fair Market Value per Share (as such term is defined in Section 5(b)) as at such time, multiplied by (ii) above; that number of Shares with respect to which Holder is then exercising the Conversion Right), by (c) this Warrant; and (dy) the requisite number of shares of Class A Preferred Stock, as set forth Fair Market Value per Share. Any references in Section 2.3 hereof. Upon any Warrants to the exercise "exercise" of this Warrant, a certificate or certificates for and the Exercise Shares so purchased, registered in the name use of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer)term exercise herein, shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment include (without limitation) any exercise of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Conversion Right.

Exercise. Subject to Section 2.3 hereof, this This Warrant may be exercised by the Holder in whole hereof (but only on the conditions hereinafter set forth) as to all or in part at any time during increment or increments of One Hundred (100) Shares (or the Exercise Periodbalance of the Shares if less than such number), by upon delivery of the following written notice of intent to exercise to the Company at its address set forth above (the following address: ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): (a) an executed Notice Holder hereof, together with this Warrant and payment to the Company of Exercise in the form attached hereto as Annex A; (b) the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) in cash by certified or by bank check, or (ii) pursuant by the surrender of the Note or portion thereof having an outstanding principal balance equal to Section 2.2 hereof, the aggregate Exercise Price or (iii) any combination by the surrender of (i) or (ii) above; (c) a portion of this Warrant; and (d) Warrant having a fair market value equal to the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereofaggregate Exercise Price. Upon the exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Holder or such other Person as may be designated by Shares, the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered entitled to receive a new Warrant covering the Holder or such other Person as promptly as practicable (and number of Shares in any event within five (5) Business Days) after receipt respect of the Notice of Exercise. If which this Warrant shall not have been exercised in fullexercised, a which new Warrant exercisable for the number of Exercise Shares remaining shall in all other respects be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issuedidentical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Warrant.

Exercise. (a) Subject to Section 2.3 hereofthe provisions of Article V, this Warrant each of the --------- Warrants may be exercised by the applicable Purchaser, or such Purchaser's successor Holders, at any time or from time to time after the Closing Date and prior to 12:00 p.m. midnight (Dallas, Texas time) on the tenth (10th) anniversary of the date of this Agreement; provided, however, that as a condition to the expiration of any Warrant -------- ------- exercise rights, the Company shall be required to give each Holder not more than ninety (90) and not less than sixty (60) days' prior written notice of such expiration. Each of the Warrants may be exercised on any day that is a Business Day, for all or any part of the number of Issuable Warrant Shares purchasable upon its exercise. In order to exercise any Warrant, in whole or in part at any time during part, the Exercise Period, by delivery of the following Holder will deliver to the Company at the address designated by the Company pursuant to Section 10.06, (i) a written notice of such Holder's election to ------------- exercise its address set forth above Warrant, which notice will specify the number of Issuable Warrant Shares to be purchased pursuant to such exercise, (or at such other address as it may designate by notice ii) payment of the Exercise Price, in writing an amount equal to the Holder): aggregate purchase price for all Issuable Warrant Shares to be purchased pursuant to such exercise, and (aiii) an executed Notice of Exercise the Warrant. Such notice will be substantially in the form attached hereto as Annex A; (b) of the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination Subscription Form appearing at the end of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereofWarrants. Upon the exercise receipt of this Warrantsuch notice, the Company will, as promptly as practicable, and in any event within three (3) Business Days, execute, or cause to be executed, and deliver to such Holder a certificate or certificates for representing the Exercise Shares aggregate number of full shares of Common Stock and Other Securities issuable upon such exercise, as provided in this Agreement. The certificate or certificates so purchased, delivered will be in such denominations as may be specified in such notice or by such Holder and will be registered in the name of the Holder such Holder, or such other Person name as may designated in such notice or by such Holder. A Warrant will be designated by the Holder (deemed to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any such certificate or certificates for the Exercise Shares are will be deemed to be issued upon exercise of this Warrant shall have been issued, and such Holder or any other Person so designated or named in such notice will be deemed to have become the a holder of record of such shares on for all purposes, as of the date on which this Warrant was surrendered and that payment of the Exercise Price was madeand the applicable Warrant are received by the Company. If the Warrant has been exercised in part, irrespective of then the date Company will, at the time of delivery of such certificate or certificates, except that, if deliver to such Holder a new Warrant evidencing the date rights of such surrender and payment is Holder to purchase a date when number of Issuable Warrant Shares with respect to which the stock transfer books of Warrant has not been exercised, which new Warrant will, in all other respects, be identical with the Company are closedWarrants, such Person shall be deemed to have become or, with the holder consent of such shares at the close of business Holder, appropriate notation may be made on the next succeeding date on which Warrant and the stock transfer books are open Warrant returned to such Holder. (whether before or after the end b) Payment of the Exercise Period)Price will be made, at the option of the Holder, (i) in cash, (ii) by certified or official bank check, (iii) by cancellation of any debt owed by the Company to the Holder or (iv) by cancellation of Warrant Shares, valued at Fair Market Value. If the Holder surrenders a combination of cash or cancellation of any debt owed by the Company to the Holder or Warrant Shares, then the Holder will specify the respective number of shares of Common Stock to be purchased with each form of consideration, and the foregoing provisions will be applied to each form of consideration with the same effect as if the Warrant were being separately exercised with respect to each form of consideration; provided, however, that a Holder may designate -------- ------- that any cash to be remitted to a Holder in payment of debt be applied, together with other monies, to the exercise of the portion of the Warrant being exercised for cash.

Exercise. (a) Subject to the limitation in Section 2.3 hereof4.2(c), this Warrant the Warrants may be exercised by the Holder in whole or in part at any time during or from time to time on or after the Exercise Perioddate such Warrant becomes Vested on any day that is a Business Day, by delivery for all or any part of the following number of Warrant Shares purchasable upon its exercise, in order to exercise any Warrant, in whole or in part, a Holder will deliver to the Company at the address designated by the Company pursuant to Section 12.4, (i) a written notice of such Holder's election to exercise its address set forth above Warrants, which notice will specify the number of Warrant Shares to be purchased pursuant to such exercise, (or at such other address as it may designate by notice ii) the Exercise Price, in writing an amount equal to the Holder): aggregate purchase price, for all Warrant Shares to be purchased pursuant to such exercise, in cash or other immediately available funds, and (aiii) an executed Notice of Exercise its Warrant(s). Such notice will be substantially in the form of the subscription form attached hereto as Annex A; (b) to the Warrants. In the case of payment of all or a portion of the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof4.4(b), the direction by the exercising Holder to make a Cashless Exercise (as defined below) shall serve as accompanying payment for that portion of the Exercise Price. Upon receipt of such subscription form, the Company will, as promptly as practicable, and in any event within three (3) Business Days, execute, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stockcause to be executed, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, and deliver to such Holder a certificate or certificates for representing the Exercise Shares aggregate number of Warrant Shares, as provided In this Agreement. The stock certificate or certificates so purchased, delivered will be in such denominations as may be specified in such notice and will be registered in the name of the Holder such Holder, or such other Person name of a Permitted Transferee as may designated in such notice. A Warrant will be designated by the Holder (deemed to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any such certificate or certificates for the Exercise Shares are will be deemed to be issued upon exercise of this Warrant shall have been issued, and such Holder or any other Person so designated or named in such notice will be deemed to have become the a holder of record of such shares on for all purposes, as of the date on which this Warrant was surrendered and that such notice, together with payment of the Exercise Price was madeand the Warrant(s), irrespective of is received by the date Company. If a Warrant has been exercised in part, the Company will, at the time of delivery of such certificate or certificates, except that, if deliver to such Holder a new Warrant evidencing the date rights of such surrender Holder to purchase a number of Warrant Shares with respect to which the Warrant has not been exercised, which new Warrant will, In all other respects, be identical with the Warrants, or, at the request of such Holder, appropriate notation may be made on the Warrant and payment is a date when the stock transfer books of the Company are closed, such Person Warrant shall be deemed returned to such Holder. (b) Each exercising Holder shall have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before right to pay all or after the end a portion of the Exercise PeriodPrice by making a "Cashless Exercise" pursuant to this Section 4.4(b), in which case the portion of the Exercise Price to be so paid shall be paid by reducing the number of Warrant Shares otherwise issuable pursuant to the exercise by an amount equal to (A) the aggregate Exercise Price to be so paid divided by (B) the Market Value Per Share. The number of shares of Common Stock to be issued to the exercising Holder as a result of a Cashless Exercise will therefore be as follows: (Market Value Per Share-Exercise Price per share) x Cashless Exercise Amount* Market Value Per Share The cashless Exercise Amount in the above formula is that portion of the Exercise Amount (expressed as a number of shares of Common Stock) with respect to which the Exercise Price is being paid by Cashless Exercise pursuant to this Section 4.4(b).

Exercise. Subject to Section 2.3 hereof, this This Warrant may be exercised as to all or any lesser number of full shares of Common Stock covered hereby upon surrender of this Warrant, with the Subscription Form attached hereto duly executed, together with the full Exercise Price in cash, or by certified or official bank check payable in New York Clearing House Funds or wire transfer payable in immediately available federal funds for each share of Common Stock as to which this Warrant is exercised, at the Holder in whole or in part at any time during the Exercise Period, by delivery office of the following to the Company at its address set forth above (Company, AER Energy Resources, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other address office or agency as it the Company may designate by notice in writing to (such surrender and payment hereinafter called the Holder): (a) an executed Notice of "Exercise in the form attached hereto as Annex A; (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant"). The "Date of Exercise" of the Warrant shall be defined as the date that the original Warrant and Subscription Form are received by the Company. This Warrant shall be canceled upon its Exercise, and, as soon as practicable thereafter, the Holder hereof shall be entitled to receive a certificate or certificates for the number of shares of Common Stock purchased upon such Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number or Warrants (containing terms identical to this Warrant) representing any unexercised portion of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issuedthis Warrant. The Person Each person in whose name any certificate or certificates for the Exercise Shares are to be shares of Common Stock is issued upon exercise of this Warrant shall shall, for all purposes, be deemed to have become the holder Holder of record of such shares on the date on which Date of Exercise of this Warrant was surrendered and payment of the Exercise Price was madeWarrant, irrespective of the date of delivery of such certificate or certificates, except that, if certificate. Nothing in this Warrant shall be construed as conferring upon the date of such surrender and payment is Holder hereof any rights as a date when the stock transfer books shareholder of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Company. 2.

Exercise. Subject to Section 2.3 hereof, this 2 (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereafter set forth) as to all or any increment or increments of one hundred (100) Shares (or the balance of the Shares if less than such number), upon delivery of written notice of intent to exercise to the Company at the following address: 4815 ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇tention: Stev▇ ▇▇▇▇▇▇▇▇, ▇▇ such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares upon exercise of this Warrant. (b) In lieu of exercising this Warrant pursuant to Section 3(a) above, the Holder shall have the right to require the Company to convert this Warrant (as it may be adjusted pursuant to Section 5 hereof), in whole or in part and at any time during or times into Shares (the Exercise Period"Conversion Right"), by upon delivery of the following written notice of intent to convert to the Company at its address set forth above (in Section 3(a) or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): Holder hereof, together with this Warrant. Upon exercise of the Conversion Right, the Company shall deliver to the Holder (awithout payment by the Holder of any Exercise Price) an executed Notice that number of Exercise in Shares which is equal to the form attached hereto as Annex A; quotient obtained by dividing (bx) the net value of the number of Shares with respect to which Holder is then exercising the Conversion Right (determined by subtracting the aggregate Exercise Price (i) in cash or by check, or (ii) pursuant for the Shares with respect to Section 2.2 hereof, or (iii) any combination which Holder is then exercising the Conversion Right from a number equal to the product of (i) or the Fair Market Value per Share (as such term is defined in Section 5(b)) as at such time, multiplied by (ii) above; that number of Shares with respect to which Holder is then exercising the Conversion Right), by (c) this Warrant; and (dy) the requisite number of shares of Class A Preferred Stock, as set forth Fair Market Value per Share. Any references in Section 2.3 hereof. Upon any Warrants to the exercise "exercise" of this Warrant, a certificate or certificates for and the Exercise Shares so purchased, registered in the name use of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer)term exercise herein, shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment include (without limitation) any exercise of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Conversion Right.

Exercise. Subject to Section 2.3 hereof, this This Warrant Certificate may be exercised by at any time or from time to time on or after the Holder date hereof; provided, however, that this Warrant Certificate shall be void and all rights represented hereby shall cease unless exercised in full before May 27, 2006, as such date may be extended pursuant to Section 6 of the Agreement (the "Expiration Date"). In order to exercise this Warrant Certificate, in whole or in part at any time during part, the Exercise Period, by delivery of the following Holder hereof shall deliver to the Company at its address set forth above (principal office, or at such other address office as it may designate shall be designated by notice in writing the Company pursuant to the Holder):Agreement: (a) an executed Notice written notice of Exercise in Holder's election to exercise this Warrant Certificate, which notice shall specify the form attached hereto as Annex Anumber of shares of Common Stock to be purchased pursuant to such exercise; (b) payment of the Exercise Price (i) in cash or by check, certified check or (ii) pursuant to on a "net basis" as set forth in Section 2.2 hereof, or (iii) any combination 6 of (i) or (ii) above;the Agreement; and (c) this Warrant; and (d) the requisite number of shares of Class A Preferred StockWarrant Certificate, as set forth in Section 2.3 hereofproperly indorsed. Upon receipt thereof, the exercise of this Warrant, Company shall promptly execute or cause to be executed and deliver to such Holder a certificate or certificates for representing the Exercise Shares aggregate number of full shares of Common Stock issuable upon such exercise. The stock certificate or certificates so purchased, delivered shall be registered in the name of the Holder such Holder, or such other Person name as may shall be designated by in said notice. If the Holder (to the extent such transfer exercise is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt for less than all of the Notice shares of Exercise. If this Common Stock issuable as provided in the Warrant shall not have been exercised in fullCertificate, the Company will issue a new Warrant exercisable Certificate of like tenor and date for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record balance of such shares on issuable hereunder to the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Holder.

Exercise. Subject to Section 2.3 hereof, The rights represented by this Warrant may be exercised by the Holder in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above on the signature page hereto (or at such other address as it may designate by notice in writing to the Holder): (aA) an An executed Notice of Exercise in the form attached hereto as Annex Ahereto; (bB) Payment of the Exercise Price either (i) in cash or by check, check or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrantbelow; and (dC) This Warrant. Execution and delivery of the requisite Notice of Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares, if any. Certificates for shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon purchased hereunder shall be transmitted by the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name transfer agent of the Holder or such other Person as may be designated by Company to the Holder (by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system, and otherwise by physical delivery to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid address specified by the Holder in connection with any such transfer), shall be issued and delivered the Notice of Exercise within three business days from the delivery to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt Company of the Notice of Exercise. If , surrender of this Warrant and payment of the aggregate Exercise Price as set forth above. This Warrant shall not be deemed to have been exercised in full, a new Warrant exercisable for on the number of date the Exercise Shares remaining shall be executed Price is received by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issuedCompany. The Person person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before open. Subject to the final sentence of this paragraph and to the extent permitted by law, the Company’s obligations to issue and deliver Exercise Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or after inaction by the end Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Exercise Period)Shares. The Holder shall, subject to the following proviso, have the right to pursue any remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Exercise Shares upon exercise of this Warrant as required pursuant to the terms hereof; provided, however, that notwithstanding anything to the contrary in this Warrant or in the Purchase Agreements, if the Company is for any reason unable to deliver Exercise Shares upon exercise of this Warrant as required pursuant to the terms hereof, the Company shall have no obligation to pay to the Holder any cash or other consideration or otherwise “net cash settle” this Warrant. Except for cash in lieu of fractional shares as provided in Section 5, this Warrant may not be settled by the Company for cash to the Holder in lieu of Common Stock.

Exercise. Subject to Section 2.3 hereof, this This Warrant may be exercised exercised, prior to its -------- expiration pursuant to Section 2.3, by the Holder in whole or in part hereof at any time or from time to time during the Exercise PeriodPeriod (as defined in Section 9), by delivery surrender of this Warrant, with the following form of subscription at the end hereof duly executed by such holder, to the Company at its address set forth above (principal office, accompanied by payment, by certified or at such other address as it may designate by notice in writing official bank check payable to the Holder): (a) an executed Notice order of Exercise the Company or by wire transfer to its account, in the form attached hereto as Annex A; (b) amount obtained by multiplying the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred StockCommon Stock for which this Warrant is then being exercised by the Exercise Price. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to, or upon the order of, the Holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as set forth such Holder (upon payment by such Holder of any applicable transfer taxes) may request, having in the aggregate in Section 2.3 1.1 thereof the number of shares of Common Stock equal (subject to any adjustment provided for herein) to the number of such shares called for in Section 1.1 of this Warrant minus the number of such shares (subject to any adjustment provided for herein) for which this Warrant shall have been exercised. Upon exercise of this Warrant in accordance with this Section 2.1, the Holder shall be, and shall be deemed to be, for all purposes, a holder of record of the number of shares of Common Stock for which this Warrant has been exercised, notwithstanding any delay or failure of the Company to issue stock certificates as provided in Section 3 hereof. Immediately upon exercise, the Holder shall have the right to vote on all matters on which holders of Common Stock have a right to vote, shall be deemed a record holder for the purposes of voting, dividends or any other distributions, and shall have all other rights of a stockholder of record under the laws of the State of Nevada. Upon the any exercise of this Warrant, a certificate in whole or certificates for the Exercise Shares so purchasedin part, registered in the name of the Holder or such other Person as may be designated by shall pay the Holder (aggregate Exercise Price with respect to the extent such transfer is not restricted and upon payment shares of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable Common Stock for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and is then being exercised (collectively, the "Exercise Shares") by payment of cash in the Exercise Price was made, irrespective form referred to in the first sentence of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)this Section 2.1.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder Registered Holder, in whole or in part at any time during the Exercise Periodpart, by delivery surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder, at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing to full, in lawful money of the Holder): (a) an executed Notice United States, of the Exercise Price payable in respect of the form attached hereto as Annex A;number of shares of Warrant Stock purchased upon such exercise. (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this the Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such Person 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 10 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 Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Warrant 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 at called for on -the face of this Warrant, minus the close number of business on such shares purchased by the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Registered Holder upon such exercise as provided in subsection 1(a) above.

Exercise. Subject (a) This Warrant may be exercised as to all or any of the Shares as to which this Warrant has vested and become fully exercisable at any time or from time to time on or after the date on which such vesting of the Warrant occurs as to such Shares, on any Business Day (as defined in Section 2.3 hereof9 below). In order to exercise this Warrant, in whole or in part, the holder will deliver to the Company at its principal offices (i) a written notice of such holder's election to exercise its Warrant, substantially in the form of the Warrant Exercise Notice attached to this Warrant, (ii) payment of the Exercise Price, in an amount equal to the aggregate purchase price for all Shares to be purchased pursuant to such exercise, and (iii) the Warrant. Upon receipt of such notice, the Company will, as promptly as practicable, and in any event within ten (10) Business Days, execute, or cause to be executed, and deliver to such holder a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exercise. The stock certificate or certificates so delivered will be in such denominations as may be specified in such notice and will be registered in the name of such holder, or such other name as designated in such notice. A Warrant will be deemed to have been exercised, such certificate or certificates will be deemed to have been issued, and such holder or any other person or entity so designated or named in such notice will be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice (together with payment of the Exercise Price and the Warrant) is received by the Company. If the Warrant has been exercised in part, the Company will, at the time of delivery of such certificate of certificates, either deliver to such holder a new Warrant evidencing the rights of such holder to purchase a number of Shares with respect to which the Warrant has not been exercised, which new Warrant will, in all other respects, be identical to this Warrant, or, at the request of such holder, appropriate notation may be made on the Warrant and the Warrant returned to such holder. (b) Payment of the Exercise Price will be made, at the option of the holder, by (i) company or individual check (subject to collection), certified or official bank check or (ii) cancellation of any debt owed by the Company to the holder. If the holder surrenders a combination of cash or cancellation of any debt owed by the Company to the holder, the holder will specify the respective number of shares of Common Stock to be purchased with each form of consideration, and the foregoing provisions will be applied to each form of consideration with the same effect as if the Warrant were being separately exercised with respect to each form of consideration; PROVIDED, HOWEVER, that a holder may designate that any cash to be remitted to a holder in payment of debt be applied, together with other monies, to the exercise of the portion of the Warrant being exercised for cash. (c) In lieu of exercising this Warrant in the manner set forth in paragraph 3(b) above, this Warrant may be exercised by the Holder in whole or in part at any time during the Exercise Period, by delivery surrender of the following Warrant without payment of any other consideration, commission or remuneration, together with the cashless exercise subscription form at the end hereof, duly executed. The number of shares to be issued in exchange for the Company at its address set forth above Warrant shall be the product of (or at such other address x) the excess of the Market Price (as it may designate by notice in writing to defined below) of the Holder): (a) an executed Notice Common Stock on the date of Exercise in surrender of the Warrant and the exercise subscription form attached hereto as Annex A; (b) OVER the Exercise Price per share and (y) the number of shares subject to issuance upon exercise of the Warrant, divided by the Market Price of the Common Stock on such date. Upon such exercise and surrender of this Warrant, the Company will (i) 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 and, in lieu of any fractional share of the Common Stock to which the Holder shall be entitled, pay cash or by checkequal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall determine), or and (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) deliver the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon other securities and properties receivable upon the exercise of this Warrant, pursuant to the provisions of this Warrant. (d) The market price of a certificate or certificates for the Exercise Shares so purchased, registered in the name share of the Holder or such other Person as may be designated by Common Stock (the Holder (to the extent such transfer is not restricted and upon payment "Market Price") on any date of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), determination shall be issued and delivered to (i) the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt average of the Notice last reported sale price of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares Common Stock on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of five business days immediately preceding the date of delivery of determination as reported on the Nasdaq Market ("NASDAQ") or (ii) if there is no such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books reported sale on any of the Company are closeddates in question, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end average of the Exercise Period)closing bid and asked quotations as so reported on NASDAQ for such dates.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder Registered Holder, in whole or in part at any time during the Exercise Periodpart, by delivery surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by such Registered ▇▇▇▇▇▇'s duly authorized attorney, at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing to full, in lawful money of the Holder): (a) an executed Notice United States, of Exercise the Purchase Price payable in respect of the form attached hereto as Annex A;number of Warrant Shares purchased upon such exercise. (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas 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 Person exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 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 shares at the close of business called for on the next succeeding date on which face of this Warrant minus the stock transfer books are open (whether before or after number of such shares purchased by the end of the Exercise Period)Registered Holder upon such exercise.

Exercise. (a) Subject to Section 2.3 the provisions hereof, this Warrant may be exercised by the Holder may exercise this Warrant, in whole or in part at any and from time during the Exercise Periodto time, by delivery the surrender of this Warrant (with the Notice of Exercise attached hereto as Appendix A duly executed) at the principal office of the following Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business day, and the payment by the Holder by cash, certified check payable to the Company at its address set forth above (or at such other address as it may designate by notice in writing wire transfer of immediately available funds to an account designated to the Holder): (a) exercising Holder by the Company of an executed Notice amount equal to the then applicable Warrant Price multiplied by the number of Exercise in the form attached hereto as Annex A;Warrant Shares then being purchased. (b) On the Exercise Price (i) date on which the Holder shall have satisfied in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) full the requisite number of shares of Class A Preferred Stock, as Holder's obligations set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon herein regarding an exercise of this Warrant (provided such date is prior to the Expiration Date), the Holder (or such other person or persons as directed by the Holder, subject to compliance with applicable securities laws) shall be deemed to have become treated for all purposes as the holder of record of such shares on the date on which this Warrant was surrendered and payment Shares as of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on such date. (c) In the next succeeding date on which the stock transfer books are open (whether before or after the end event of any exercise of the Exercise Period)rights represented by this Warrant, certificates for the whole number of shares of Common Stock so purchased shall be delivered to the Holder (or such other person or persons as directed by the Holder, subject to compliance with applicable securities laws) as promptly as is reasonably practicable after such exercise, and, unless this Warrant has been fully exercised, a new Warrant representing the whole number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder as soon as reasonably practicable thereafter.

Exercise. Subject This Option to Section 2.3 hereof, this Warrant purchase up to __________ shares of Common Stock may be exercised by the Holder in whole or in part at any time during in accordance with the Exercise Periodfollowing schedule: up to ______________ shares upon and after the date hereof and thereafter in accordance with the following schedule, if and only if as of each date set forth below the Optionee is employed by the Corporation: The method for exercise described in this Section 2 shall be the sole method of such exercise. The Optionee may exercise the Option by delivery to the Corporation of written notice providing: (i) the name of the following Optionee; (ii) the address to which Common Stock certificates are to be mailed; (iii) an identification of the Option being exercised by reference to the Company at its address set forth above date first written above; and (iv) payment in the amount of the product of the Option Price times the number of shares with respect to which the Option is being exercised, delivered in person or at such other address sent by first class registered, certified or overnight mail, postage prepaid, or telecopied with a confirmation copy by regular, certified or overnight mail, addressed or telecopied, as it the case may designate by notice in writing be, to the Holder): Treasurer of the Corporation. Such payment shall be in the form of (a) an executed Notice a check (acceptable to the Corporation in accordance with guidelines established for this purpose) payable to the order of Exercise in the form attached hereto as Annex A; Corporation, (b) through the Exercise Price delivery of shares of Common Stock which have been outstanding for at least six months (iunless the Corporation approves a shorter period) in cash or by checkand which have a fair market value equal to the exercise price, or (iic) pursuant to Section 2.2 hereof, or (iii) by any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number foregoing permissible forms of shares payment. The Option shall be considered exercised on the date the notice and appropriate payment are delivered to the Corporation. As promptly as practicable after receipt of Class A Preferred Stocksuch notice and payment, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, Corporation shall deliver to the Optionee a certificate or certificates for the Exercise Shares number of shares of Common Stock with respect to which the Option has been so purchasedexecuted, registered issued in the name Optionee’s name. Such delivery shall be deemed effected for all purposes when a stock transfer agent of the Holder or Corporation shall have deposited such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for in the Exercise Shares are United States mail, addressed to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was madeOptionee, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on address specified in the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)notice.

Exercise. (a) For purposes of this Option Agreement, the Option Shares shall be deemed "Nonvested Shares" unless and until they have become "Vested Shares." Except as otherwise provided in Section 3, the Option Shares shall become "Vested Shares" with respect to 20% of the Option Shares, on the first anniversary of the Grant Date, and 1/60th of the Option Shares shall vest on the last day of each calendar month thereafter, so that all of the Option Shares shall be vested 60 months after the Grant Date, provided that vesting shall cease upon your ceasing to be an employee of the Company or a Related Entity as expressly provided in Section 3 hereof. (b) Subject to Section 2.3 hereofthe relevant provisions and limitations contained herein and in the Plan, this Warrant you may be exercised by exercise the Holder in whole Option to purchase all or in part a portion of the applicable number of Vested Shares at any time during prior to the Exercise Period, by delivery termination of the following Option pursuant to this Option Agreement. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share. (c) The unexercised portion of the Option, if any, will automatically, and without notice, terminate and become null and void upon the expiration of six (6) years from the Grant Date. (d) Any exercise by you of the Option shall be in writing addressed to the Secretary of the Company at its address set forth above principal place of business (or at such other address as it may designate by notice in writing a copy of the form of exercise to be used will be available upon written request to the Holder): (a) an executed Notice Secretary), and shall be accompanied by a certified or bank check payable to the order of Exercise the Company in the form attached hereto as Annex A; (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment full amount of the Exercise Price was made, irrespective of the date shares so purchased, or in such other manner as described in the Plan and approved by the Committee. The terms and provisions of delivery of such certificate or certificates, except thatthe employment agreement, if any, between you and the date Company or any Related Entity (the "Employment Agreement") that relate to or affect the Option are incorporated herein by reference. Notwithstanding the foregoing provisions of such surrender this Section 2, in the event of any conflict or inconsistency between the terms and payment is a date when conditions of this Section 2 and the stock transfer books terms and conditions of the Company are closedEmployment Agreement, such Person the terms and conditions of the Employment Agreement shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)controlling.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Registered Holder on or before the Termination Date, in whole or in part at any time during the Exercise Periodpart, by delivery surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at the principal executive offices of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing full, in lawful money of the United States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. The "Warrant Price" shall initially be $2.23 and from time to time shall be such amount adjusted in accordance with Section 2 hereof; provided, however, that the Holder): Warrant Price Shall never be less than $0.05 (a) an executed Notice of Exercise in the form attached hereto as Annex A;“Warrant Price Floor”). (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas 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 Person exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares at the close of business called for on the next succeeding date on which face of this Warrant minus the stock transfer books are open (whether before or after number of such shares purchased by the end of the Exercise Period)Registered Holder upon such exercise.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder in whole hereof (but only on the conditions hereinafter set forth) as to all or in part at any time during increment or increments of the Exercise Period, by Warrant Shares upon delivery of the following written notice of intent to exercise to the Company at its the Company's address set forth above (below its signature below or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): (a) an executed Notice of Exercise in Holder hereof, together with this Warrant and cash or check payable to the form attached hereto as Annex A; (b) Company for the aggregate Exercise Price of the Warrant Shares so purchased (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof"Purchase Price"). Upon the exercise of this Warrant, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of Warrant Shares so purchased, registered for which this Warrant is being exercised in the name such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Holder or such other Person as may be designated by Warrant Shares, the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered entitled to receive a new Warrant covering the Holder or such other Person as promptly as practicable (and number of Warrant Shares in any event within five (5) Business Days) after receipt respect of the Notice of Exercise. If which this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issuedexercised. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Warrant Shares are to be issued upon exercise of this Warrant shall be deemed to have become Warrant. (b) For purposes of this Warrant, "Common Stock" means the holder of record of such shares on the date on which this Warrant was surrendered and payment Common Stock of the Exercise Price was madeCompany, irrespective and all other securities of the date any class of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books classes (however designated) of the Company are closedthe holders of which have the right, such Person shall be deemed without limitation as to have become the holder of such shares at the close of business amount, after payment on the next succeeding date any securities entitled to a preference on which the stock transfer books are open (whether before dividends or after the end other distributions upon any dissolution or winding up, either to all or to a share of the Exercise Period)balance of payments upon such dissolution, liquidation or winding up.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder Registered Holder, in whole or in part at any time during the Exercise Periodpart, by delivery surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by such Registered ▇▇▇▇▇▇'s duly authorized attorney, at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing to full, in lawful money of the Holder): (a) an executed Notice United States, of Exercise the Purchase Price payable in respect of the form attached hereto as Annex A;number of Warrant Shares purchased upon such exercise. (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed been effected immediately prior to have become the holder of such shares at the close of business on the next succeeding date day on which this Warrant shall have been surrendered to the stock transfer books are open 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 issued upon such exercise as provided in subsection 1(d) below shall be deemed to have becomes the holder or holders of record of the Warrant Shares represented by such certificates. (whether before or c) As soon as practicable after the end exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Exercise Period)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 shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.

Exercise. Subject to Section 2.3 hereof, The rights represented by this Warrant may be exercised by at any time within the Holder period above specified, in whole or in part at any time during the Exercise Periodpart, by delivery (i) the written consent of the following to Majority Holders, as such term is defined in the Note Purchase Agreement which consent will not be required after the earlier of (x) the date the Majority Holders exercise any of its Warrants or (y) the expiration of the ACTV Option under Section 12 herein, (ii) the surrender of the Warrant (with the exercise form at the end hereof properly executed) at the principal executive office of the Company at its address set forth above (or at such other address office or agency of the Company as it may designate by notice in writing to the Holder): Holder at the address of the Holder appearing on the books of the Company); and (aiii) an executed Notice payment to the Company of Exercise in the form attached hereto as Annex A; (b) the Exercise Price (i) then in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) effect for the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered Common Stock specified in the name of the Holder or such other Person as may be designated by the Holder (to the extent such above-mentioned exercise form together with applicable stock transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer)taxes, shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issuedif any. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become been exercised, in whole or in part to the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was madeextent specified, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed immediately prior to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open Warrant is surrendered and payment is made in accordance with the foregoing provisions of this Section 2, and the person or persons in whose name or names the certificates for Common Stock shall be issuable upon such exercise shall become the holder or holders of record of such Common Stock at that time and date. Certificates representing the Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding three (whether before or 3) business days, after the end rights represented by this Warrant shall have been so exercised. In the event that the Warrant is exercised in respect of less than all of the Exercise Period)Shares specified herein at any time prior to the Expiration Date, a new certificate evidencing the remaining portion of the Warrant will be issued by the Company.

Exercise. Subject to Section 2.3 hereof, The rights represented by this Warrant may be exercised by the Holder in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above on the signature page hereto (or at such other address as it may designate by notice in writing to the Holder): (aA) an An executed Notice of Exercise in the form attached hereto as Annex Ahereto; (bB) Payment of the Exercise Price either (i) in cash or by check, check or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrantbelow; and (dC) This Warrant. Execution and delivery of the requisite Notice of Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares, if any. Certificates for shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon purchased hereunder shall be transmitted by the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name transfer agent of the Holder or such other Person as may be designated by Company to the Holder (by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system, and otherwise by physical delivery to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid address specified by the Holder in connection with any such transfer), shall be issued and delivered the Notice of Exercise within three business days from the delivery to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt Company of the Notice of Exercise. If , surrender of this Warrant and payment of the aggregate Exercise Price as set forth above. This Warrant shall not be deemed to have been exercised in full, a new Warrant exercisable for on the number of date the Exercise Shares remaining shall be executed Price is received by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issuedCompany. The Person person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before open. Subject to the final sentence of this paragraph and to the extent permitted by law, the Company’s obligations to issue and deliver Exercise Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or after inaction by the end Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Exercise Period)Shares. The Holder shall, subject to the following proviso, have the right to pursue any remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Exercise Shares upon exercise of this Warrant as required pursuant to the terms hereof; provided, however, that notwithstanding anything to the contrary in this Warrant or in the Settlement Agreements, if the Company is for any reason unable to deliver Exercise Shares upon exercise of this Warrant as required pursuant to the terms hereof, the Company shall have no obligation to pay to the Holder any cash or other consideration or otherwise “net cash settle” this Warrant. Except for cash in lieu of fractional shares as provided in Section 5, this Warrant may not be settled by the Company for cash to the Holder in lieu of Common Stock.

Exercise. Subject to Section 2.3 hereof, this Warrant may be exercised by the Holder in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise A WARRANT shall be exercisable only by the registered HOLDER surrendering it, together with the subscription form set forth in the form attached hereto WARRANT duly executed, accompanied by payment, in full, in lawful money of the United States, of the Warrant Exercise Price for each full share of the COMPANY's Common Stock ("Share") as Annex A;to which the WARRANT is exercised, to the Warrant Agent. The Warrant Agent is the COMPANY's Transfer Agent, Olde Monmouth Stock Transfer Co., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. The COMPANY shall give notice to the registered HOLDERS of WARRANTS of any change in the address of, or in the designation of, its Warrant Agent (b) A WARRANT may be exercised wholly or in part. If a WARRANT is only exercised in part, a new WARRANT for the Exercise Price (i) in cash or by check, or (ii) pursuant number of Shares as to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above;which the WARRANT shall not have been exercised shall be issued to the registered HOLDER. (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, As soon as set forth in Section 2.3 hereof. Upon practicable after the exercise of this Warrantany WARRANT, the COMPANY shall issue to or upon the order of the registered HOLDER a certificate or certificates for the Exercise number of full Shares so purchasedwhich he is entitled, registered in the such name of the Holder or such other Person names as may be designated directed by him. (d) All Shares issued upon exercise of a WARRANT shall be validly issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of the Holder (to issue thereof and all costs of issuance. However, the extent such transfer is not restricted and upon payment of any transfer registered HOLDER shall pay all taxes that are required to be paid by the Holder imposed in connection with any such transfer), shall be issued even if involved in an issue of a certificate, and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant COMPANY shall not be required to issue or deliver any stock certificate in such case until the tax shall have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate paid. (or certificatese) for the Exercise Shares that are being issued. The Person Each person in whose name any such certificate or certificates for the Exercise Shares are to be is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant the WARRANT was surrendered and payment of the Warrant Exercise Price and applicable taxes was made, irrespective of the date of delivery of such certificate or certificatescertificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company COMPANY are closed, the person or persons entitled to receive Shares upon such Person exercise shall be deemed to have become considered the record holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before and shall be entitled to receive only dividends or distributions which are payable to holders of record after the end of the Exercise Period)that date.

Exercise. Subject to Section 2.3 the terms and conditions hereof, the purchase rights set forth in this Warrant Agreement may be exercised by the Holder Warrantholder, in whole or in part part, at any time, or from time during to time, prior to the Exercise Periodexpiration of the term set forth in Section 2, by delivery of the following (i) tendering to the Company at its respective address set forth above (or at such other address as it may designate by herein a notice in writing to the Holder): (a) an executed Notice of Exercise exercise in the form attached hereto as Annex A; Exhibit I (bthe “Notice of Exercise”), duly completed and executed; and (ii) delivery of the Purchase Price to the Company. Promptly following the Warrantholder’s delivery of the Notice of Exercise and the clearance of the funds in payment of the Purchase Price in accordance with the terms set forth below, and in no event later than three (3) Business Days thereafter, the Company shall (x) issue and deposit with the Depositary a number of Ordinary Shares that will be represented by the number of Shares to which the Warrantholder is entitled in respect of that exercise, and (y) cause the Depositary to execute and deliver to that Warrantholder a Receipt (as defined in the Deposit Agreement) evidencing the number of Shares purchased, or credit the same via book entry to the Warrantholder. The Company shall withhold any and all taxes which must be withheld with respect to the issuance and delivery of Shares upon exercise of this Warrant. The Company shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of Shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) in cash cash, by certified or bank check or by checkwire transfer of immediately available funds to an account designated in writing by the Company (“Cash Exercise”), or (ii) pursuant by surrender of all or a portion of this Warrant for Shares to Section 2.2 hereofbe exercised under this Agreement (“Net Issuance”). If the Warrantholder elects the Net Issuance method: (i) the Company shall, subject to receipt by the Company of the Issuance Price (as defined below), cause the Depositary to issue Shares totaling “X” as calculated in accordance with formula (1) specified below; (ii) the Warrantholder, as a condition of making that exercise, shall pay the Company in full, in cash by check or in immediately available funds, an amount (“Z”) calculated in accordance with formula (2) specified below (“Issuance Price”); and (iii) any combination without delay following receipt of the Issuance Price, the Company shall pay the Warrantholder, in cash by check or in immediately available funds, the rounding difference (i“D”), if any, calculated in accordance with formula (3) or (ii) above; (c) this Warrant; and (d) specified below: Where: X = the requisite number of shares Shares to be issued to the Warrantholder, rounded down to the nearest whole number, with respect to such Net Issuance. Y = the number of Class Shares as to which this Agreement is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Purchase Price). Z = the Issuance Price payable by the Warrantholder to the Company with respect to such Net Issuance. A Preferred Stock, as set forth in Section 2.3 hereof. Upon = the then-current fair market value of one (1) Share at the time of exercise of this Warrant. B = the then-effective Exercise Price. C = the then-nominal value of one Ordinary Share, at the time of issuance of such Shares, multiplied by the number of Ordinary Shares receivable by a certificate or certificates for holder of a Share upon conversion of one Share to Ordinary Shares. D = the Exercise Shares so purchased, registered in rounding difference (if any) payable by the name Company to the Warrantholder with respect to such Net Issuance. For purposes of the Holder or such other Person as may be designated by above calculation, the Holder (to the extent such transfer is not restricted and upon payment current fair market value of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), a Share shall be issued and delivered to determined as follows: (i) at all times when Shares traded on a national securities exchange, inter- dealer quotation system or over-the-counter bulletin board service, the Holder or such other Person as promptly as practicable (and in any event within average of the closing prices over a five (5) Business Days) after receipt day period ending three days before the day the current fair market value of the Notice Shares is being determined; (ii) if the exercise is in connection with a Merger Event, the fair market value of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant Share shall be deemed to have become be the holder per Share value received by the holders of record the outstanding Shares pursuant to such Merger Event as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a Share shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either Cash Exercise or Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of Shares purchasable hereunder. All other terms and conditions of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person amended Agreement shall be deemed identical to have become those contained herein, including, but not limited to the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Effective Date hereof.

Exercise. Subject to Section 2.3 the terms hereof, this Warrant the Holder shall have the right, which may be exercised by at any time during the period (the "Exercise Period") commencing as of September 15, 1999 (the "Issue Date") and continuing until the earlier of (i) the termination of the Investor Rights (as defined in the Investment Agreement), and (ii) 5:00 p.m., New York City time, on September 15, 2009 (the "Expiration Date"), to purchase from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of the Warrant and payment of the Exercise Price then in effect for such Warrant Shares. Notwithstanding the foregoing, if in the written opinion of counsel to the Company reasonably acceptable to the Holder approval of the Federal Communications Commission (the "FCC") is required before the Company may issue Warrant Shares upon the exercise of the Warrant, the Company may defer the issuance of such Warrant Shares until such time as approval of the FCC is obtained or is no longer required. The Company shall promptly notify the Holder in writing of any event which requires it to suspend exercise of the Warrant pursuant to the preceding sentence and of the termination of any such suspension. To the extent the Warrant is not exercised prior to the Expiration Date, it shall become void and all rights hereunder shall cease as of such time. If this Warrant is transferred, in whole or in part at (except for transfers to affiliates of the Investor who are domestic subsidiaries of the Investor's ultimate parent corporation ("Control Group Affiliates")), it shall expire to the extent of the transferred portion 30 days after the later of (A) the date of such transfer and (B) the date on which this Warrant first became exercisable with respect to the transferred portion hereof. This Warrant shall not be exercisable by the Investor and its affiliates during any time during the Exercise Involuntary Redemption Period or Default Redemption Period, by delivery of as such terms are defined in the following Investment Agreement, or from and after the date the Investor elects to cause the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached hereto as Annex A; (b) the Exercise Price (i) in cash or by check, or (ii) effectuate a Company Sale pursuant to Section 2.2 hereof9.5 of the Investment Agreement. Should a Holder which is a Control Group Affiliate determine, or (iii) any combination in its sole discretion, that it is prevented under applicable laws and regulations of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of FCC from holding shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the Common Stock issuable upon exercise of this Warrant, then, subject to adoption and approval of the stockholder proposal described in clause (iii) of the definition of "Stockholder Proposal" in the Stockholder Agreement, such Holder shall have the option to acquire shares of non-voting common stock of the Company upon exercise of this Warrant, on the same terms and conditions of exercise as are applicable to Class A Common Stock hereunder. The Warrant may be exercised, in whole or in part, at the election of the Holder, upon surrender at the principal office of the Company of the certificate or certificates evidencing the Warrant with the form of election to purchase attached as Exhibit A duly completed and signed ("Purchase Form"), and upon payment to the Company of the Exercise Price, as it may be adjusted as herein provided, for the number of Warrant Shares in respect of which the Warrant is then exercised; provided that the Warrant shall be exercisable in part only for a minimum of 1,000,000 Warrant Shares per exercise, or if less, the entire number of Warrant Shares which the Holder is entitled to purchase hereunder. Payment of the aggregate Exercise Price shall be made by wire transfer of immediately available funds to such account as the Company may specify. The Exercise Price shall be subject to adjustment as provided in Section 9. Subject to the provisions of Section 4 hereof, upon surrender of the Warrant and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder a certificate or certificates for the Exercise number of Warrant Shares so purchased, registered in issuable upon the name exercise of the Holder or such other Person Warrant together with cash as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder provided in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of ExerciseSection 10. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any Such certificate or certificates for shall be deemed to have been issued and the Exercise Shares are to be issued upon exercise of this Warrant Holder shall be deemed to have become the a holder of record of such shares on Warrant Shares as of the date on which this of the surrender of the Warrant was surrendered and payment of the Exercise Price was made, irrespective Price. In the event that this Warrant is exercised in respect of fewer than all of the date of delivery of Warrant Shares issuable on such exercise at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or certificatesWarrants will be issued, except that, if and the date of such surrender Company shall countersign and payment is a date when deliver the stock transfer books required new Warrant Certificate or Certificates. When surrendered upon exercise of the Company are closedWarrant, such Person this Warrant Certificate shall be deemed to have become cancelled and disposed of by the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Company.

Exercise. Subject to Section 2.3 hereofthe provisions of this Agreement, this Warrant may be exercised by the Holder in whole or in part at any time during the Exercise Period, by delivery of the following upon surrender to the Company at its address set forth above (or at such other address as it may designate by notice in writing principal office of a Warrant Certificate with the Election to the Holder): (a) an executed Notice of Exercise Purchase substantially in the form attached hereto as Annex A; (bII to such Warrant Certificate duly executed, together with payment in accordance with the last sentence of this Section 4(b) of the applicable Exercise Price then in effect (i) in cash or by checkthe date of such surrender, or (ii) pursuant the “Exercise Date”), the Company shall issue and deliver promptly to Section 2.2 hereof, or (iii) any combination the registered holder of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrantsuch Warrant Certificate, a certificate or certificates for the Exercise applicable Warrant Shares so purchasedor other securities or property to which the registered holder is entitled, registered in the name of such registered holder or, upon the Holder written order of such registered holder, in such name or names as such other Person as registered holder may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercisedesignate. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any Any certificate or certificates for the Exercise representing Warrant Shares are shall be deemed to have been issued and any person so designated to be issued upon exercise of this Warrant named therein shall be deemed to have become the holder of record of such shares on the applicable Warrant Shares as of the date on which this of the surrender of such Warrant was surrendered Certificate (together with such duly executed Form of Election to Purchase) and payment of the Exercise Price. Payment of the applicable Exercise Price was with respect to an exercise of Warrants pursuant to this Section 4(b) shall be made, irrespective at the holder’s option, (x) in cash or (y) without the payment of cash, by reducing the number of shares of Class C Common Stock obtainable upon the exercise of such Warrants (an exercise as provided under this clause (y), a “Cashless Exercise”) so as to yield a number of shares of Class C Common Stock issued upon the exercise of such Warrants equal to the product of (A) the number of shares of Class C Common Stock that would have been issued if the Warrants being exercised had been exercised upon the full payment of the date applicable Exercise Price in cash and (B) a fraction, the numerator of delivery which is the excess of the current market price per share of Common Stock on the applicable Exercise Date (determined in accordance with Section 7(f)) over the Exercise Price as of such certificate or certificates, except that, if Exercise Date and the date denominator of which is the current market price per share of the Common Stock as of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open Exercise Date (whether before or after the end of the Exercise Perioddetermined in accordance with Section 7(f)).

Exercise. Subject On or prior to Section 2.3 hereofthe Expiration Date, this Warrant may be exercised by the Holder in whole Holder, as to all or in part at any time during less than all of the Exercise Periodshares of Common Stock covered hereby, by delivery surrender of this Warrant at the following to the Company at its address set forth above Company's principal office (or at for all purposes of this Warrant, 5801 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇.▇.▇. ▇▇ such other address as it the Company may designate advise the registered Holder hereof by notice in writing to the Holder): (agiven by certified or registered mail) an executed Notice of Exercise in with the form of election to subscribe attached hereto as Annex A; (b) Exhibit A duly executed and upon tender of payment to the Company of the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) for the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereofso purchased. Upon the exercise date of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at (herein called the same time as the certificate (or certificates) for the "Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of Date"), this Warrant shall be deemed to have been exercised and the person exercising the same shall become the a holder of record of shares of Common Stock (or of the other securities or property to which he or it is entitled upon such exercise) purchased hereunder for all purposes, and certificates for such shares on so purchased shall be delivered to the date on Holder or its transferee within a reasonable time (not exceeding 10 days) after this Warrant shall have been exercised as set forth hereinabove. In the event that this Warrant is exercised in part, the Company will execute and deliver a new Warrant of like tenor exerciseable for the number of shares for which this Warrant was surrendered may then be exercised. If this Warrant is not exercised on or prior to the Expiration Date, this Warrant shall become void and payment all rights of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person Holder hereunder shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)cease.

Exercise. Subject a. Prior to Section 2.3 hereofexercising a Warrant, the holder of this Warrant may be exercised by the Holder Certificate is required to give a written certification that such holder is not a U.S. Person (as that term is defined in whole or in part at any time during the Exercise PeriodRule 902(o) of Regulation S, by delivery a copy of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form which is attached hereto as Annex Exhibit "A;") and the Warrant is not being exercised on behalf of a U.S. Person, or a written opinion of counsel, in form and substance satisfactory to the Company, to the effect that the Warrant and the Common Stock delivered upon exercise thereof have been registered under the Act or are exempt from registration thereunder. (b) b. Upon the surrender of this Certificate, provision of the written certification or written opinion described in paragraph 3.a., and payment of the Exercise Price (i) in cash as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination upon the written order of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise registered holder of this WarrantWarrant and in such name or names as the registered holder may designate, a certificate or certificates for the Exercise Shares number of full shares of Common Stock so purchased, registered in purchased upon the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment exercise of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of ExerciseWarrant. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any Such certificate or certificates for the Exercise Shares are shall be deemed to have been issued and any person so designated to be issued upon exercise of this Warrant named therein shall be deemed to have become the a holder of record of such shares Common Stock on and as of the date on which of the delivery to the Company of this Warrant was surrendered Certificate and payment of the Exercise Price was madeas aforesaid. If, irrespective of however, at the date of delivery surrender of this Certificate, provision of the written certification or written opinion described in paragraph 3.a., and payment of such Exercise Price, the transfer books for the Common Stock purchasable upon the exercise of any Warrant shall be closed, the certificates for the Common Stock in respect to which any such Warrant are then exercised shall be issued and the owner of such Common Stock shall become a record owner of such Common Stock on and as of the next date on which such books shall be opened, and until such date the Company shall be under no duty to deliver any certificate for such Common Stock. c. The holder hereof acknowledges that the Company will implement procedures to ensure that the Warrant may not be exercised within the United States and that the Common Stock delivered upon exercise thereof may not be delivered within the United States, other than in connection with Offshore Transactions as defined in Regulation S, unless registered under the Act or certificatesan exemption from such registration is available. d. It is the intent of holder hereof that upon the exercise of this Warrant, except that, if the issuance of the Shares would be pursuant to Regulation S. If on the date of such surrender and payment is a date when exercise the stock transfer books issuance of the Shares by the Company are closedto the holder would have qualified under Regulation S as in effect on the date hereof but does not qualify on such exercise date because of an amendment to Regulation S promulgated after the date hereof, such Person the Company shall use its best efforts to register the Shares under the Act for resale by the holder, unless with the good faith cooperation of holder the Shares may be issued to the holder in a transaction exempt from registration (e.g., pursuant to Section 4(2), Section 4(6), Regulation D). Such registration shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end cost and expense of the Exercise Period)Company.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder exercised, in whole or in part at any time during the Exercise Period-------- part, by delivery surrendering this Warrant, at the principal office of the following Company, with the Election to Exercise form set forth at the end hereof duly executed, and by paying in full, the Warrant Price for each share of Common Stock as to which this Warrant is exercised and any applicable taxes, other than taxes that the Company at its address set forth above (or at such other address as it is required to pay hereunder. Such payment may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached hereto as Annex A; (b) the Exercise Price be (i) in cash or by check, bank check or (ii) pursuant to Section 2.2 hereofby transfer of all or a portion of a Note or Notes duly endorsed by, or accompanied by appropriate instruments of transfer duly executed by, the registered holder or by his duly authorized attorney, valued at the principal amount thereof and accrued and unpaid interest thereon (iii) other than unpaid interest not payable until the Due Date (as defined in the Notes), with any combination excess of (i) the Warrant Price over such value paid in cash or (ii) above;by bank check. (cb) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, As soon as set forth in Section 2.3 hereof. Upon practicable after the exercise of this Warrant, the Company shall cause to be issued to or upon the order of the holder of this Warrant a certificate or certificates for the Exercise Shares so purchasednumber of full shares of Common Stock to which he is entitled, registered in the such name of the Holder or such other Person names as may be designated directed by the Holder him. (c) Anything contained herein to the extent such transfer is contrary notwithstanding, the Company shall not restricted and upon payment of any transfer taxes that are be required to be paid by the Holder issue any fraction of a share in connection with any such transfer)the exercise of this Warrant, shall be issued and delivered to the Holder or such other Person as promptly as practicable (and but in any event within five (5) Business Days) after case where the holder hereof would, except for the provisions of this Section 2.03, be entitled under the terms of this Warrant to receive a fraction of a share upon the exercise of hereof, the Company shall, upon the exercise of this Warrant and receipt of the Notice Warrant Price, issue a certificate for the largest number of Exercisefull shares of Common Stock then called for hereby and pay a sum in cash equal to the market value of such fraction of a share (based upon the closing market price of the Common Stock on the principal stock exchange on which it is listed (or, if not listed on any stock exchange, the last sale price on the NASDAQ National Market System, or if not listed or admitted to trading on such system, the closing bid price in the over-the-counter market) on the day preceding such exercise). If The Warrantholder by his acceptance of this Warrant shall not have been exercised in full, expressly waives his right to receive any fraction of a new Warrant exercisable for the number share. (d) All shares of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be Common Stock issued upon the exercise of this Warrant shall be validly issued, fully paid and non-assessable, and the Company shall pay all taxes in respect of the issue thereof. The Company shall not be required, however, to pay any tax imposed in connection with any transfer involved in the issuance of a certificate for shares of Common Stock or any other securities in any name other than that of the holder of this Warrant; and in such case the Company shall not be required to issue or deliver any such certificate until such tax shall have been paid. (e) Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price purchase price and any applicable taxes was made, irrespective of the date of delivery of such certificate or certificatescertificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)open.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Registered Holder in whole by surrendering this Warrant, along with the purchase form appended hereto as Exhibit A duly executed and completed by the Registered Holder or in part by the Registered Holder's duly authorized attorney, at any time during the Exercise Period, by delivery principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate by notice in writing to the Registered Holder): , accompanied by a certified or cashier's check payable to the Company (a) an executed Notice or wire transfer of immediately available funds), in lawful money of the United States, of the Exercise Price payable in respect of the form attached hereto as Annex A;number of Warrant Shares purchased upon such exercise (the "Aggregate Exercise Price"). (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas 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 Person exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such shares at certificates. (c) Within a reasonable amount of time after the close date of business on exercise of this Warrant, the next succeeding date on Company will cause to be issued in the name of, and delivered to, the Registered Holder, or, upon payment by such Registered Holder of any applicable transfer taxes, its designee, a certificate or certificates for the nearest whole number of Warrant Shares to which the stock Registered Holder shall be entitled upon such exercise; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer books are open (whether before or after involving the end issuance and delivery of any such certificate in a name other than that of the Exercise Period)Registered Holder and the Company shall not be required to issue or deliver certificates until the person requesting the issuance thereof shall have paid the Company the amount of tax or shall have established to the Company that such tax has been paid. (d) The Company shall not be required to register, list or qualify the Warrant Shares pursuant to the Act or any applicable securities law or regulation or take any other actions so that the Warrant Shares may be offered and sold to the public.

Exercise. Subject to Section 2.3 hereof(a) Except as otherwise permitted under the Plan, this Warrant Option may be exercised or surrendered during the Holder's lifetime only by the Holder or his/her guardian or legal representative. EXCEPT AS OTHERWISE PERMITTED UNDER THE PLAN, THIS OPTION SHALL NOT BE TRANSFERABLE BY THE HOLDER OTHERWISE THAN BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION. With the Company's consent which may granted or withheld in its sole discretion, Options may be transferred to certain permitted assignees, such as certain relatives of, or entities controlled by, the Participant, as more fully set forth in Section 8.3 of the Plan. This Option shall vest and be exercisable as follows: -------------------------------------------------------------------------------- Vesting Date Shares Vested at Vesting Date Cumulative Shares -------------------------------------------------------------------------------- [vesting schedule] -------------------------------------------------------------------------------- This Option shall be exercised by the Holder in whole (or in by her executors, administrators, guardian or legal representative) as to all or part at any time during of the Exercise PeriodShares, by delivery the giving of written notice of exercise to the Company, specifying the number of Shares to be purchased, accompanied by payment of the following to full purchase price for the Company Shares being purchased. Full payment of such purchase price shall be made at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice time of Exercise in the form attached hereto as Annex A; (b) the Exercise Price exercise and shall be made (i) in cash or by checkcertified check or bank check or wire transfer of immediately available funds, or (ii) pursuant with the consent of the Company, by tendering previously acquired Shares (valued at their then Fair Market Value (as defined in the Plan), as determined by the Company as of the date of tender) that have been owned for a period of at least six months (or such other period to Section 2.2 hereofavoid accounting charges against the Company's earnings), or (iii) any with the consent of the Company, a combination of (i) or and (ii) above; (c) ). Such notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Company may from time to time direct, and shall be in such form, containing such further provisions as the Company may from time to time prescribe. In no event may this Warrant; Option be exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased pursuant to an Option as soon as practicable, and (d) , within a reasonable time thereafter, such transfer shall be evidenced on the requisite number books of shares the Company. No person exercising this Option shall have any of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the rights of a holder of Shares subject to this Option until certificates for such Shares shall have been issued following the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), Option. No adjustment shall be issued and delivered made for cash dividends or other rights for which the record date is prior to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)issuance.

Exercise. Subject to Section 2.3 hereof(a) This Warrant must be exercised, this Warrant may be exercised by the Holder in whole or in part at part, (i) immediately prior to the time of the consummation of the first Change of Control (contemplated by clause (i) of such definition) following the date hereof or (ii) any time during the Exercise Periodthree (3) year period following the consummation of a Change of Control (contemplated by clause (ii) of such definition), in either case, by delivery surrender of the following Warrant to the Company Corporation at its the address set forth above (referred to in Section 9 hereof or at such other address as it may designate place designated by notice the Corporation in writing delivered to the Holder): , accompanied by a form of Warrant Exercise, in substantially the form attached as Annex A to this Warrant, duly executed by the Holder and accompanied by payment, in cash (including by wire transfer) or by certified or official bank check payable to the order of the Corporation in the amount obtained by multiplying (a) an executed Notice the number of Shares designated in such Warrant Exercise in the form attached hereto as Annex A; by (b) the Exercise Price (i) in cash or by checkas defined below), or (ii) pursuant and the Holder shall thereupon be entitled to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) receive the requisite number of shares of Class A Preferred Stockduly authorized, validly issued, fully paid and nonassessable Shares determined as set forth provided in Section 2.3 4 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the The Corporation shall deliver written notice to any Holder or such other Person as may be designated by the Holder (at least 10 business days prior to the extent such transfer is not restricted and upon payment anticipated date of consummation of any transfer taxes that are required to be paid by the Holder in connection with Change of Control and any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt exercise thereby of the Notice of Exercise. If this Warrant shall not be conditional upon the consummation of the transaction described in any such notice. (b) Each exercise of a Warrant under Section 2(a) hereof shall be deemed to have been exercised in fulleffected immediately prior to the Change of Control, a new Warrant exercisable for and at such time the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person party in whose name any certificate or certificates for the Exercise Shares are to shall be issued upon exercise of this Warrant issuable shall be deemed to have become the holder of record thereof. (c) As soon as practicable after each exercise of such shares on a Warrant, in whole or in part (but no later than five (5) business days thereafter), the date on which this Warrant was surrendered Corporation will cause to be issued in the name of and payment of delivered to the Exercise Price was madeHolder, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period).following:

Exercise. (a) Subject to the requirements of Section 2.3 hereof4, this Warrant may be exercised by the Holder Registered Holder, in whole or in part at any time during the Exercise Periodpart, by delivery surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing to full, in lawful money of the Holder): (a) United States, or with an executed Notice equal principal amount the Company's 6% Subordinated Notes due September 1, 2001, of Exercise the Purchase Price payable in respect of the form attached hereto as Annex A;number of shares of Warrant Shares purchased upon such exercise. (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas provided in subsection l(a) above. At such time, the person or persons in whose name or names any certificates for warrant shares shall be issuable upon such Person exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable 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 such Holder (upon payment by such Holder of any applicable transfer taxes) as the Holder may direct: (i) a certificate or certificates for the number of full Warrant Shares to which 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 2 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares at the close of business called for on the next succeeding date on which face or this Warrant minus the stock transfer books are open (whether before or after number of such shares purchased by the end of the Exercise Period)Registered Holder upon such exercise as provided in subsection l(a) above.

Exercise. Subject to Section 2.3 hereof, this This Warrant may be exercised prior to its expiration -------- pursuant to Section 2.3 hereof by the Holder in whole or in part holder hereof at any time during and from time to time by surrender of this Warrant, with the form of Notice of Exercise Periodor Conversion at the end hereof duly executed by such holder, by delivery of the following to the Company at its address set forth above principal office, accompanied by payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in the amount obtained by multiplying the number of shares of Warrant Stock for which this Warrant is then being exercised by the Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (upon payment by such holder of any applicable transfer taxes) may request, calling in the aggregate on the face or at faces thereof for the number of shares of Warrant Stock equal to the balance of the number shares then purchasable under this Warrant. Upon any exercise of this Warrant, in whole or in part, the holder hereof may, in lieu of paying in cash the aggregate Exercise Price which otherwise would be payable with respect to the shares of Warrant Stock for which this Warrant is then being exercised (collectively, the "Exercise Shares"), (a) in the event the holder of this Warrant is also the holder of a promissory note or other debt instrument or obligation of the Company, convert a like amount of outstanding principal and/or accrued interest under such other address note, instrument or obligation into such number of shares of Warrant Stock, or (b) surrender this Warrant to the Company together with a notice of conversion or cashless exercise, in which event the Company shall issue to the Holder the number of shares of Warrant Stock determined as it may designate by notice in writing follows: X = Y (A-B)/A where: X = the number of shares of Warrant Stock to be issued to the Holder):. Y = the number of shares of Warrant Stock with respect to which this Warrant is being exercised. A = the Fair Market Value (as defined below) of one share of Warrant Stock. B = the Exercise Price. For purposes of this Section 2.1 and Section 20.5 below, the "Fair Market Value" of one share of Warrant Stock (the "Fair Market Value") at any date shall be determined as follows: (a1) an executed If shares of the same class or series as the Warrant Stock are at such time listed or admitted for trading on any national securities exchange or quoted on the National Quotation Market System of the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ"), then the Fair Market Value shall be equal to the closing market price for one such share on the trading day immediately preceding (i) the date of holder's Notice of Exercise in the form attached hereto as Annex A; (b) the Exercise Price (i) in cash or by checkConversion, or (ii) pursuant to for purposes of Section 2.2 hereof20.5 below, or the date of the Company's Call Notice (iiias hereinafter defined) any combination of (i) or (ii) above; (c) this Warrant; and (d) or, if the requisite number of shares of Class A Preferred Stock, as Company exercises its call right set forth in Section 2.3 hereof20.5 following delivery by the holder of a Sale Notice (as defined below), the date of such Sale Notice. Upon As used in this subparagraph (a), "market price" for such trading day shall be the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name average of the Holder closing prices on such day of such shares on all domestic primary national securities exchanges on which such shares are then listed, or, if there shall have been no sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or if such other Person shares shall not be so listed, the average of the representative bid and asked prices at the end of such trading day as may reported by NASDAQ. (2) If shares of the same class or series as the Warrant Stock are not at such time listed or admitted for trading on any national securities exchange or quoted on NASDAQ, then the Fair Market Value of one share of Warrant Stock shall be designated determined by the Holder Board of Directors of the Company in its reasonable good faith judgment; provided, that if -------- the holder advises the Company in writing that holder disagrees with such determination, then holder and the Company shall promptly select a reputable investment banking or appraisal firm to undertake a valuation of such shares. If the valuation of such investment banking or appraisal firm is greater than that determined by the Board of Directors by five percent (to the extent 5%) or more, then all fees and expenses of such transfer is not restricted and upon payment of any transfer taxes that are required to investment banking or appraisal firm shall be paid by the Holder in connection with any Company. In all other circumstances, such transfer), fees and expenses shall be issued and delivered to the Holder paid by holder. The determination of such investment banking or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining appraisal firm shall be executed by the Company and delivered at the same time as the certificate (or certificates) conclusive for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)purposes hereof.

Exercise. Subject to Section 2.3 (a) This Warrant is exercisable at the option of the holder of record hereof, this Warrant may be exercised by the Holder in whole or in part at any time during or from time to time, up to the Exercise Period, by delivery Expiration Date for all or any part of the following Warrant Shares (but not for a fraction of a share) which may be purchased hereunder. The Issuer agrees that the common shares of beneficial interest of the Issuer ("Common Shares") purchased under this Warrant shall be and are deemed to be issued to the Company Warrantholder hereof as the record owner of such shares as of the close of business upon surrender to the Issuer at its address set forth above principal office (or at such other address location as it the Issuer may designate by advise the Warrantholder in writing) of this Warrant together with a properly completed notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached hereto as Annex A; A hereto (b"Exercise Notice") the Exercise Price (i) and, if applicable, upon payment in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination check of (i) or (ii) above; (c) this Warrant; and (d) the requisite aggregate Exercise Price for the number of shares for which this Warrant is being exercised. The Issuer shall pay any applicable documentary or transfer tax and any other taxes or governmental charges; provided, however, that the Issuer shall not be required to pay any tax or taxes or other charges which may be payable in respect of Class A Preferred Stock, as set forth any transfer involved in Section 2.3 hereof. Upon the issue of any Warrant Shares in a name other than that of the registered holder of a Warrant Share surrendered upon the exercise of this Warrant, a certificate and the Issuer shall not be required to issue or certificates deliver such Warrant Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Issuer the amount of such tax or shall have established to the satisfaction of the Issuer that such tax has been paid; provided further, that, the Warrantholder shall pay any income taxes which the Issuer may be required by law to collect in respect of such exercise. Certificates for the Exercise shares of Warrant Shares so purchased, together with any other securities or property to which the Warrantholder hereof is entitled upon such exercise, shall be delivered to the Warrantholder hereof by the Issuer within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Issuer shall cancel this Warrant and execute and deliver a new Warrant of like tenor for the balance of the shares purchasable under this Warrant surrendered upon such purchase to the Warrantholder hereof within a reasonable time. Each stock certificate shall be registered in the name of the Holder or such Warrantholder. All certificates representing Warrant Shares shall bear the legend described in Section 0 below and any other Person legends generally placed on certificates for Common Shares, including a legend provided for in the Declaration of Trust with regard to restrictions on transferability for the purpose of the Issuer's maintenance of its status as may a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended, and to prohibit exceeding the ownership limits set forth in the Issuer's Declaration of Trust, and the transfer and/or sale of any Warrant Shares so issued shall be designated by limited in the Holder (manner and to the extent provided by such transfer is not restricted legends and upon payment ownership limits and the Declaration of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued Trust and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt bylaws of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Issuer.

Exercise. Subject to Section 2.3 hereof, The purchase rights represented by this Warrant may be exercised exercised, for cash, by the Holder Holder, in whole or in part part, at any time, or from time during the Exercise Periodto time, by delivery the surrender of this Warrant (with the notice of exercise form (the "Notice of Exercise") attached hereto as Exhibit A duly executed) at the principal office of the following Company, and by payment to the Company at its address set forth above (or at such other address as it may designate by notice in writing of an amount equal to the Holder): (a) an executed Notice of Exercise in the form attached hereto as Annex A; (b) the Exercise Exer­cise Price (i) in cash or multiplied by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise the Warrant Shares remaining being purchased, which amount may be paid, at the election of the Holder, by wire transfer or certified check payable to the order of the Company. The person or persons in whose name(s) any certificate(s) repre­senting Warrant Shares shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued issuable upon exercise of this Warrant shall be deemed to have become the holder holder(s) of record of of, and shall be treated for all purposes as the record holder(s) of, the Warrant Shares represented thereby (and such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person Shares shall be deemed to have become the holder of such shares at been issued) immediately prior to the close of business on the next succeeding date or dates upon which this Warrant is exercised. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. In lieu of the cash exercise set forth above, this Warrant may also be exercised by means of a “cashless exercise” in which the stock transfer books are open Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(whether before or after A-B) (X)] by (A), where: (A) = the end VWAP on the Trading Day immediately preceding the date of such election; (B) = the Exercise Period)Price of this Warrant, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder Registered Holder, in whole or in part at any time during the Exercise Periodpart, by delivery surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder, at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing to full, in lawful money of the Holder): (a) an executed Notice United States, of the Exercise Price payable in respect of the form attached hereto as Annex A;number of shares of Warrant Stock purchased upon such exercise. (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this the Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such Person 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 10 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 Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Warrant 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 at the close of business called for on the next succeeding date on which face of this Warrant, minus the stock transfer books are open (whether before or after number of such shares purchased by the end of the Exercise Period)Registered Holder upon such exercise as provided in subsection 1(a) above.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder Registered Holder, in whole or in part at any time during the Exercise Periodpart, by delivery surrendering this Warrant, with the purchase form appended hereto as Exhibit A duly executed by such Registered Holder, at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing to full, by bank or certified check in lawful money of the Holder): (a) an executed Notice United States, of Exercise the Purchase Price payable in respect of the form attached hereto as Annex A;number of shares of Warrant Stock purchased upon such exercise. (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such Person 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 ten (10) days thereafter, the Company at its expense shall cause to be issued in the name of, and delivered to, the Registered Holder, or, subject to the terms and conditions hereof, as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Warrant 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 at the close of business called for on the next succeeding date on which face of this Warrant minus the stock transfer books are open (whether before or after number of such shares purchased by the end of the Exercise Period)Registered Holder upon such exercise as provided in subsection 1(a) above.

Exercise. (1) Subject to Section 2.3 hereofthe limitation set forth in subsection 4.1(2) and provided that the holder of the Special Warrants exercises not less than all of the Special Warrants evidenced by this Special Warrant Certificate at the same time, this Warrant holders of Special Warrants may be exercised by the Holder in whole or in part at any time during prior to the Exercise PeriodExpiry Time exercise the right thereby conferred to be issued Underlying Securities by surrendering to the Corporation at its counsel's office at Suite 4400, P.O. Box 95, Royal Trust Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1G8 Canada, or to any other person at any other place designated by delivery the Corporation in respect of which notice has been given to the holders of the following to the Company at its address set forth above (or Special Warrants, during normal business hours on a Business Day at such other address as it may designate by place, the Special Warrant Certificate evidencing such Special Warrants, with a duly completed and executed notice in writing to the Holder): (a) an executed Notice of Exercise exercise substantially in the form attached hereto as Annex A;set out in Appendix 1 to such Special Warrant Certificate exercising all of the Special Warrants evidenced by this Special Warrant Certificate. The holder of this Special Warrant Certificate may not exercise less than all of the Special Warrants evidenced by the Special Warrant Certificate. (b2) Any Special Warrant Certificate with a duly completed and executed notice of exercise referred to in subsection 4.1(1) will be deemed to have been surrendered only on personal delivery thereof to, or, if sent by mail or other means of transmission, on actual receipt thereof by, the Exercise Price Corporation or one of the other persons at the office or one of the other places specified in subsection 4.1(1). (i3) Any notice of exercise referred to in cash or subsection 4.1(1) must be signed by checkthe Special Warrantholder, or (ii) pursuant to Section 2.2 hereofhis executors, administrators or (iii) any combination of (i) other legal representatives or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth his or their attorney duly appointed by an instrument in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered writing in the name of the Holder or such other Person as may be designated by the Holder (form and execution satisfactory to the extent such transfer is not restricted and upon payment of Corporation, acting reasonably, and, if any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares Underlying Securities thereby issuable are to be issued upon exercise to a person or persons other than the Special Warrantholder, must specify the name or names and the address or addresses of this Warrant shall each such person or persons and the number of Common Shares and Warrants to be deemed issued to have become the holder of record of each such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, person if the date of such surrender and payment more than one is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)so specified.

Exercise. Subject to Section 2.3 hereof, this (a) This Warrant may be exercised by the Holder Registered Holder, in whole hole or in part at any time during the Exercise Periodpart, by delivery surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder, at the principal office of the following to the Company at its address set forth above (Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing to full, in lawful money of the Holder): (a) an executed Notice United States, of Exercise the Purchase Price payable in respect of the form attached hereto as Annex A;number of shares of Warrant Stock purchased upon such exercise. (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the Holder in connection with any such transfer), shall be issued and delivered to the Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon Each exercise of this Warrant shall be deemed to have become been effected immediately prior to the holder close of record of such shares business on the date day on which this Warrant was shall have been surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of to the Company are closedas provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such Person 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 10 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 Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Warrant Stock to which such Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to any adjustment therein) to the number of such shares at the close of business called for on the next succeeding date on which face of this Warrant minus the stock transfer books are open (whether before or after number of such shares purchased by the end of the Exercise Period)Registered Holder upon such exercise as provided in subsection 1(a) above.