Common use of Exercise Clause in Contracts

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

Exercise. Payment may In order to exercise the Option with respect to any vested portion, the Optionee shall provide written notice (the "Exercise Notice") to the Company at its principal executive office stating the number of shares in respect of which the option is being exercised. The Exercise Notice must be made either signed by the Optionee and must include his complete address and social security number. If the person exercising the Option is a transferee of the Optionee by will or under the laws of descent and distribution, the Exercise Notice must be accompanied by appropriate proof of the right of such transferee to exercise this Option. At the time of exercise, the Optionee shall pay to the Company the Purchase Price per share set forth on ATTACHMENT A to this Agreement times the number of vested shares as to which the Option is being exercised. The Optionee shall make such payment (i) in cash or by certified check or official bank check payable to the order of (ii) if the Company so permits, in its sole discretion, by the delivery of shares of Common Stock having a Fair Market Value (defined below) on the date immediately preceding the exercise date equal to the applicable aggregate Exercise Purchase Price. If the Option is exercised in full, the Optionee shall surrender this Agreement to the Company at the Company's option for cancellation. If the Option is exercised in part, the Optionee shall surrender this Agreement to the Company, at the Company's option, so that the Company may make appropriate notation hereon or cancel this Agreement and issue a new agreement representing the unexercised portion of the Option. The Option may not be exercised for less than 100 shares at a time or the remaining shares purchasable under the Option, if less than 100 shares. "Fair Market Value" shall mean (i) Market or other exchange on which the Common Stock is traded; or (ii) if there is no reported price information for the Common Stock, the Fair Market Value as determined in good faith by the Board of Directors. If the shares to be purchased are covered by an effective registration statement covering under the shares issuable upon exercise Securities Act of this Warrant at that time1933, as amended (the "Act"), the Option may be exercised by delivery a broker-dealer acting on behalf of the WarrantOptionee if (a) the broker-dealer has received from the Optionee or the Company a fully and duly endorsed agreement evidencing such option, or together with instructions signed by the Optionee requesting the Company to deliver the shares of Common Stock and/or Common Stock receivable upon exercise subject to such option to the broker-dealer on behalf of the Warrant in accordance Optionee and specifying the account into which such shares should be deposited, (b) adequate provision has been made with respect to the formula set forth below in this payment of any withholding taxes due upon such exercise, and (c) the broker-dealer and the Optionee have otherwise complied with Section 2.2220.3(e)(4) of Regulation T, 12 CFR Part 220, or (iii) if there is no effective registration statement covering any successor provision. The Option shall be exercisable during the shares issuable upon exercise of this Warrant at that time, by a combination of any lifetime of the foregoing methodsOptionee only by the Optionee. To the extent exercisable after the Optionee's death, for the number of Common Shares specified in such Exercise Notice (as such exercise number Option shall be adjusted to reflect any adjustment in exercised only by the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorizedOptionee's representatives, validly issuedexecutors, fully-paid and non-assessable shares of Common Stock (successors or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)beneficiaries.

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable By notification to the order Company within ten (10) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company equal shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the applicable Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate Exercise Priceamount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (iiy) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if there is no effective registration statement covering the shares issuable upon exercise Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of this Warrant at that timeNew Securities available for purchase, then such New Securities not subscribed for by delivery other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant their Pro Rata Share in accordance with the formula set forth below in amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.2, or 2.3 shall occur at such time and on such date as shall be determined by the Company (iiiin its sole discretion) if there is no effective registration statement covering within the shares issuable upon exercise earlier of this Warrant at that time, by a combination of any ninety (90) days of the foregoing methods, for date that the number of Common Shares specified in such Exercise Offer Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) is given and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation initial sale or issuance, as set forth below)applicable, in lieu of exercising this Warrant for cashNew Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the Holder may elect closing of a sale or issuance, as applicable, pursuant to receive shares equal to this Section 2.3 shall occur within five (5) Business Days after the value (as determined below) satisfaction of this Warrant (or the portion thereof being exercised) all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by surrender of this Warrant at the principal office of the Company together in connection with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)this Article II.

Exercise. Payment (a) This Warrant may be made either (i) exercised during the Exercise Period by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling that number of Warrant Shares subject to this Warrant equal to the Holder a quotient determined by dividing (i) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (ii) the Fair Market Value per share of Common Stock computed using as of the following formula: Where X = effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date"). If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment A. All or any number of the Warrants may be made either exercised by surrendering the Warrant Certificate(s) representing the Warrants to be exercised to the Company, together with (i) an Election to Exercise (in cash or the form attached hereto and incorporated herein by certified or official bank check payable to reference) completed and signed by the order of person exercising the Company equal to the applicable aggregate Exercise PriceWarrants, (ii) if there the person exercising the Warrants is no effective registration statement covering not the shares registered Holder, an Assignment (in the form attached hereto and incorporated herein by reference) evidencing assignment of the Warrants to the person exercising them, and (iii) payment in full of the aggregate Exercise Price of the Warrants to be exercised, either by (x) a check payable to the Company, (y) the surrender to the Company of securities of the Company having a value equal to the aggregate Exercise Price of the Warrants to be exercised (which value in the case of debt securities shall be the principal amount thereof and accrued and unpaid interest thereon and in the case of Shares shall be the Fair Market Value thereof), or (z) the delivery of a notice to the Company that the Company is authorized to reduce the number of Shares issuable upon exercise of this Warrant at that time, the Warrants by delivery the number of Shares having an aggregate Fair Market Value (as defined herein) equal to the aggregate Exercise Price of the Warrant, or shares Warrants to be exercised. "Fair Market Value" means the closing bid price of a share of Common Stock and/or Common quoted on the NASDAQ Stock receivable upon exercise of Market System or reported on the Warrant in accordance with NASD's OTC Bulletin Board on the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering trading day next preceding the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice Date (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorizeddefined herein). However, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one until a share of Common Stock is greater than first quoted on the Exercise Price (at NASDAQ Stock Market System or reported on the NASD's OTC Bulletin Board after the date of calculation as set forth below)this Agreement, in lieu "Fair Market Value" means $3.00 per share. A Warrant shall be deemed exercised when all of exercising this Warrant for cash, the Holder may elect to receive shares equal foregoing have been delivered to the value Company (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed "Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculationDate").

Exercise. Payment may be made either (a) Each Series K Warrant shall entitle the Holder thereof to purchase, during the Exercise Period for the Series K Warrants, for each Series K Warrant evidenced thereby, (i) in cash or by certified or official bank check payable to the order a number of the Company shares of Common Stock equal to the applicable aggregate Series K Warrant Exercise Rate in effect immediately prior to the Close of Business on the relevant Exercise Date, subject to Section 3.06, at an exercise price equal to $9.00 per Series K Warrant (subject to amendment from time to time in accordance with Section 4.06, the “Series K Warrant Exercise Price, ”) or (ii) if there is no effective registration statement covering the shares issuable upon exercise relevant Exercise Date falls in a Net Exercise Period with respect to the Series K Warrants, a number of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or determined as set forth in Section 3.08 (and notwithstanding anything to the contrary in this Agreement, the Holder will not be required to pay the Series K Warrant Exercise Price in respect of such Series K Warrant). Each Series A Warrant shall entitle the Holder thereof to purchase, during the Exercise Period for the Series A Warrants, for each Series A Warrant evidenced thereby, (i) a number of shares of Common Stock receivable upon equal to the Series A Warrant Exercise Rate in effect immediately prior to the Close of Business on the relevant Exercise Date, subject to Section 3.06, at an exercise of the price equal to $13.00 per Series A Warrant (subject to amendment from time to time in accordance with Section 4.06, the formula “Series A Warrant Exercise Price”) or (ii) if the relevant Exercise Date falls in a Net Exercise Period with respect to the Series A Warrants, a number of shares of Common Stock determined as set forth below in Section 3.08 (and notwithstanding anything to the contrary in this Agreement, the Holder will not be required to pay the Series A Warrant Exercise Price in respect of such Series A Warrant). Each Series Z Warrant shall entitle the Holder thereof to purchase, during the Exercise Period for the Series Z Warrants, for each Series Z Warrant evidenced thereby, (i) a number of shares of Common Stock equal to the Series Z Warrant Exercise Rate in effect immediately prior to the Close of Business on the relevant Exercise Date, subject to Section 2.23.06, at an exercise price equal to $17.00 per Series Z Warrant (subject to amendment from time to time in accordance with Section 4.06, the “Series Z Warrant Exercise Price”) or (ii) if the relevant Exercise Date falls in a Net Exercise Period with respect to the Series Z Warrants, a number of shares of Common Stock determined as set forth in Section 3.08 (and notwithstanding anything to the contrary in this Agreement, the Holder will not be required to pay the Series Z Warrant Exercise Price in respect of such Series Z Warrant). Holders may exercise all or a portion of their Warrants or choose not to exercise any Warrants at all, or may otherwise sell or transfer their Warrants, in each case, in their sole and absolute discretion. (iiib) if there is no effective registration statement covering The applicable Warrant Exercise Price must be paid in cash except as provided in Section 3.08. (c) Subject (in the shares issuable upon case of exercise of this a Warrant at that timeof a Series for which a Net Exercise Period is in effect) to Section 3.08(c), by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable in respect of any exercise of Warrants represented by a Global Warrant shall be determined by the Depositary (or, as may be agreed from time to time between the Holder per the terms of this Warrant) Calculation Agent and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashCompany, the Holder may elect to receive shares equal to Calculation Agent) in accordance with this Agreement; and provided further, however, that in the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company disagrees in good faith with any such calculation, the Company may make such calculation in good faith or appoint an Independent Advisor to make such calculation, and the Company’s (or, as the case may be, such Independent Advisor’s) calculation shall issue be determinative and final and binding on the Depositary, the Warrant Agent, the Calculation Agent, the Holders and (where such calculation is made by an Independent Advisor) the Company. Subject (in the case of exercise of a Warrant of a Series for which a Net Exercise Period is in effect) to the Holder a number of shares of Common Stock computed using the following formula: Where X = Section 3.08(c), the number of shares of Common Stock to be issued to issuable in respect of any exercise of Warrants represented through the Holder Y = the number of shares of Common Stock purchasable under Company’s direct registration system or the Warrant Agent’s other book-entry procedures shall be determined by the Warrant Agent (or, if only a portion of as may be agreed from time to time between the Calculation Agent and the Company, the Calculation Agent) in accordance with this Agreement; and provided further, however, that in the event the Company disagrees in good faith with any such calculation, the Company may make such calculation in good faith or appoint an Independent Advisor to make such calculation, and the Company’s (or, as the case may be, such Independent Advisor’s) calculation shall be determinative and final and binding on the Warrant is being exercisedAgent, the portion of Calculation Agent, the Warrant being exercised Holders and (at the date of where such calculationcalculation is made by an Independent Advisor) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation).

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Holder, in cash whole or in part, by certified or official bank check payable to surrendering this Warrant, with the order purchase form appended hereto as EXHIBIT A, duly executed by such Holder, at the principal office of the Company, or at such other office or agency as the Company equal to the applicable aggregate Exercise Pricemay designate, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, accompanied by delivery payment in full by bank or certified check in lawful money of the WarrantUnited States, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant aggregate Purchase Price payable in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise respect of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable purchased upon such exercise. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the Holder per close of business on the terms of day on which this WarrantWarrant shall have been surrendered to the Company as provided in SUBSECTION 2(a) and above. At such time, the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable person or persons in whose name or names any certificates for or other instruments evidencing shares of Common Stock (or Other Securities) determined shall be issuable upon such exercise as provided herein. Notwithstanding any provisions herein in SUBSECTION 2(d) below shall be deemed to have become the contrary, if holder or holders of record of the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price represented by such certificates or other instruments. (i) The Holder may at the date of calculation as set forth below)its sole option, and in lieu of exercising paying the Purchase Price pursuant to SUBSECTION 2(a) hereof, exchange this Warrant in whole or in part for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using as determined below. Such shares of Common Stock shall be issued by the following formula: Where X = Company to the Holder without payment by the Holder of any other exercise price or any cash or other consideration. The number of shares of Common Stock to be so issued to the Holder Y = shall be equal to the quotient obtained by dividing (A) the Surrendered Value (as defined below) on the date of surrender of this Warrant pursuant to SUBSECTION 2(a), by (b) the Fair Market Value on the exchange date of one share of Common Stock. (ii) For the purposes of this SUBSECTION 2(c), the "SURRENDERED VALUE" of a portion of this Warrant on a given date shall be deemed to be the difference between (A) the aggregate Fair Market Value on such date of the total number of shares of Common Stock otherwise issuable upon exercise of such portion of the Warrant, MINUS (B) the aggregate Purchase Price of such total number of shares of Common Stock. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) business days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the 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 Common Stock to which such Holder shall be entitled upon such exercise, PLUS, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount determined pursuant to SECTION 3 hereof, and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock purchasable under equal (without giving effect to any adjustment therein) to the Warrant or, if only a portion of Number minus the Warrant is being exercised, the portion of the Warrant being exercised (at the date number of such calculation) A = the Current Fair Market Value shares of one share of the Company's Common Stock (at purchased by the date of Holder upon such calculation) B = Exercise Price (as adjusted to the date of such calculation)exercise.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value (as defined below) per share of Common Stock computed using as of the following formula: Where X = effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the number of Warrant Shares minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the trading day immediately preceding the Exercise Date. (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including, without limitation, a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (a) the Fair Market Value per share of Common Stock shall be amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Exercise Price payable in respect of the number of shares Warrant Shares issued upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Exercise Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Exercise Price payable in respect of the number of Warrant Shares being issued upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using as of the following formula: Where X = effective date of exercise, as determined pursuant to subsection 2(c) below (the "Exercise Date") over the Exercise Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares issuable pursuant to this method, then the number of shares Warrant Shares so issuable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Exercise Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq Stock Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the last reported sale price per share of Common Stock thereon for the ten consecutive trading days ending on the day immediately prior to the Exercise Date. (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Stock Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined in good faith by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within a forty-five day period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined in good faith by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 2(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 2(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 2(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Registered Holder Y = (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 4 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of this Warrant cancelled in payment of the Exercise Price payable upon such exercise pursuant to subsection 2(b) above. (e) Notwithstanding the foregoing, this Warrant being exercised shall become immediately exercisable by the Registered Holder upon (at i) the occurrence of an Event of Default (as defined in the Second Extension Agreement) or (ii) the mailing date of such calculation) A = written notice by the Current Fair Market Value Company of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price its intention to exercise its right under Section 8 to redeem Available Warrant Shares (as adjusted to the date of such calculationdefined under subsection 8(a)).

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Exercise Price payable in respect of the number of shares Warrant Shares issued upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Exercise Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Exercise Price payable in respect of the number of Warrant Shares being issued upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using as of the following formula: Where X = effective date of exercise, as determined pursuant to subsection 2(c) below (the "Exercise Date") over the Exercise Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares issuable pursuant to this method, then the number of shares Warrant Shares so issuable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Exercise Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq Stock Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the last reported sale price per share of Common Stock thereon for the ten consecutive trading days ending on the day immediately prior to the Exercise Date; (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Stock Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined in good faith by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within a forty-five day period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined in good faith by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 2(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 2(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 2(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Registered Holder Y = (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 4 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of this Warrant cancelled in payment of the Exercise Price payable upon such exercise pursuant to subsection 2(b) above. (e) Notwithstanding the foregoing, the Warrant being exercised shall become immediately exercisable by the Registered Holder upon (at i) the occurrence of an Event of Default (as defined in the Second Extension Agreement dated March 11, 1999 by and among the Registered Holder, Fleet Bank-N.H., the Company and certain of its subsidiaries (the "Second Extension Agreement")) or (ii) the mailing date of such calculation) A = written notice by the Current Fair Market Value Company of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price its intention to exercise its right under Section 8 to redeem Available Warrant Shares (as adjusted to the date of such calculationdefined under subsection 8(a)).

Exercise. Payment Subject to the limitations set forth in Section 3, this Warrant may be made either exercised by the Holder hereof at any time during the Warrant Exercise Period by surrender of this Warrant to the Company at its principal office, together with (i) the form of subscription at the end hereof duly executed by such Holder, (ii) such other documents, statements, subscription agreements or other items as may be reasonably requested by the Company in cash or furtherance of its requirements pursuant to Section 3 below, and (iii) payment, by certified or official bank check payable to the order of the Company equal or by wire transfer to the applicable aggregate Exercise Priceits account, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) amount obtained by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price then in effect (such amount, the "EXERCISE PAYMENT"), except that the Holder may, at its option, elect to be issued pay the Exercise Payment by canceling a portion of this Warrant that is equal to the number of shares determined by dividing the Exercise Payment by (i) the Current Market Price as of the date of exercise or (ii) if the Current Market Price cannot be determined because the Common Stock is not listed or admitted to unlisted trading on the New York Stock Exchange, another national securities exchange, or the National Market System, the Estimated Current Market Price (as hereinafter defined) (such manner of payment, a "NON-CASH EXERCISE PAYMENT"). The "ESTIMATED CURRENT MARKET PRICE" means the amount most recently determined by the Company's Board of Directors in its reasonable discretion to represent the fair market value per share of the Common Stock (including without limitation a determination for purpose of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company). Upon request of the Holder, the Company's Board of Directors (or a representative thereof) shall promptly notify the Holder Y = of the Estimated Current Market Price. Notwithstanding the foregoing, if the Company's Board of Directors has not made such a determination within the three-month period prior to an exercise of the Warrant in which the Holder has elected to make a Non-Cash Exercise Payment, then (A) the Estimated Current Market Price shall be the amount next determined by the Company's Board of Directors in its reasonable discretion to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Company's Board of Directors shall make such a determination within 15 days of a request by the Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection shall be delayed until such determination is made. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant or Warrants of like tenor and dated September 26, 1995, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock purchasable under equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant or, if only a portion minus the sum of the number of such shares (without giving effect to any adjustment therein) for which this Warrant is being exercised, the portion of the Warrant being shall have been exercised (at the date including by way of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = a Non-Cash Exercise Price (as adjusted to the date of such calculationPayment).

Exercise. Payment This Warrant may be made either exercised by the holder hereof in whole or in part (ibut not as to fractional shares of Common Stock) by the surrender of this Warrant and delivery of an executed Notice of Exercise in cash the form appended hereto duly executed by such holder to the Company at its principal office at any time or times within the period specified above, accompanied by payment for the Common Stock as to which this Warrant is being exercised by wire transfer to an account designated by the Company or by certified or official bank check payable to check. In the order event of the Company equal to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering the shares issuable upon a partial exercise of this Warrant, this Warrant at that time, by delivery will be canceled and the Company will deliver a new Warrant of like tenor representing the balance of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashpurchasable hereunder. Alternatively, the Holder holder hereof may elect to receive exercise the rights represented by this Warrant in whole or in part (but not as to fractional shares equal to of Common Stock) by the surrender of this Warrant and delivery of an executed Notice of Exercise specifying that the value (as determined below) of this Warrant (or shall be the portion thereof being exercised) by surrender consideration for the shares of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice Common Stock, in which event the Company shall issue to the Holder holder a number of shares of Common Stock computed using the following formula: Where X = Y (A-B) ------- A Where: X = the number of shares of Common Stock to be issued to the Holder holder. Y = the number of shares of Common Stock purchasable under the issuable upon exercise of this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at on the date of such calculation) delivery of the Notice of Exercise. A = the Current Fair Market Value current fair market value of one share of Common Stock. B = Warrant Price. As used herein, current fair market value of the Common Stock shall mean the numerical average of fair market value per share of Common Stock over a period of 21 days consisting of the day on which the Notice of Exercise is received by the Company and the 20 consecutive business days prior to such day. The fair market value per share of Common Stock for any day shall mean the average of the closing prices of the Company's Common Stock (sold on all securities exchanges on which the Common Stock may at the date time be listed or as quoted on the Nasdaq system, or, if there have been no sales on any such exchange or any such quotation on any day, the average of the highest bid and lowest asked prices on all such exchanges or such Nasdaq system at the end of such calculationday, or, if on any day the Common Stock is not so listed, the average of the representative bid and asked prices quoted in the Nasdaq system as of 4:00 p.m., New York City time, or, if on any day the Common Stock is not quoted in the Nasdaq system, the average of the highest bid and lowest asked price on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization. If at any time the Common Stock is not listed on any securities exchange or quoted in the Nasdaq system or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) B = Exercise Price (for shares of Common Stock sold by the Company, from authorized but unissued shares, as adjusted determined in good faith by the Board of Directors of the Company. Notwithstanding the foregoing, if the Company shall engage in an Acquisition Transaction, as defined below, the current fair market value of the Common Stock shall be determined with reference to the date value ascribed to the Company by the terms of such calculation)the Acquisition Transaction. An "Acquisition Transaction" is (i) the closing of the sale of all or substantially all of the assets of the Company or (ii) a consolidation or merger or other business combination to which more than 50% of the equity ownership of the Company (calculated on a fully-diluted basis) has been transferred.

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

Exercise. Payment (a) This Warrant may be made either (iexercised by the Agent for the purchase of any of the Shares for which this Warrant is then exercisable pursuant to Section l(b) hereof in cash whole or by certified or official bank check payable in part, upon delivery of written notice of intent to the order Company at the following address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ or such other address as the Company shall designate in written notice to the Agent, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company equal shall as promptly as practicable execute and deliver to the applicable aggregate Exercise PriceAgent 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 the Agent. If this Warrant shall be exercised with respect to less than all of the Shares, (ii) if there is no effective registration statement the Agent shall be entitled to receive a new Warrant covering the shares issuable 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. (b) Payment for the Shares to be purchased upon exercise of this Warrant at that time, may be made (i) by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased of (ii) by delivery of this Warrant and a notice that the Warrant, or shares Agent wished to make an exercise of Common Stock and/or Common Stock receivable Warrants for "Net Warrant Shares". The number of Net Warrant Shares to be issued in the case of (b)(ii) shall be determined as described by the following formula: Net Warrant Shares = [WS x (MP-EP)]/MP. "WS" is the number of Warrant Shares issuable upon exercise of the Warrant in accordance with Warrants or portion of Warrants being exercised. "MP" is the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any closing Market Price of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable on the last trading day preceding the date request to exercise the Holder per Warrants is received by the terms of this Warrant) and Company, as reported by The Nasdaq Stock Market or such other exchange or quotation system on which the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (may be listed or Other Securities) determined as provided hereinquoted. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than "EP" shall mean the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock Shares to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)purchased.

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) if there is no not an effective registration statement covering the resale of the shares issuable upon exercise of Common Stock underlying this Warrant at that timeWarrant, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the immediately following sentence and the formula set forth below in this Section 2.2contained therein, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of shares of Common Shares Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) --------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment Subject to Section 10, this Warrant may be made either converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (iin the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by certified or official bank check payable to the order of the Company equal to Company, in the applicable amount of the aggregate Exercise Price, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of Price for the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, Shares covered by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided hereinexercise. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant for cashpursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder may elect to receive shares (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value (as determined below) of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) by surrender immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant at (or such portion thereof) immediately prior to the principal office exercise of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue Conversion Right (taking into account all applicable adjustments pursuant to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised this Warrant) by (at the date of such calculationy) A = the Current Fair Market Value Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Warrant to the "exercise" of any Warrants, and the use of the term "exercise" herein, shall be deemed to include, without limitation, any exercise of the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company's Common Stock (, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the date name of Holder, reflecting the number of Warrant Shares remaining after such calculation) B = Exercise Price (as adjusted to the date of such calculation)exercise.

Exercise. (a) Payment may be made either at the option of the Holder by either: (i) in cash by wire transfer of immediately available funds or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by “cashless exercise” method by delivery of the this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the this Warrant in accordance with the formula set forth below in this Section 2.2subsection (b) below, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's ’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as adjusted to the date of such calculation)) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Subscription Agreement, regardless of whether subsequent changes or modifications have been made to this Warrant or the exercise price.

Exercise. Payment This Warrant may be made either exercised by the Holder hereof by surrendering it to the Company, with an exercise notice, in the form attached hereto (the “Exercise Notice”), appropriately completed and duly executed, and by paying in full the Warrant Price for each full Warrant Share as to which this Warrant is exercised as follows (at the election of the Holder): (i) with respect to the exercise of this Warrant on a “cash basis”, by wire transfer of immediately available funds, in cash good certified check or by certified or official good bank check draft payable to the order of the Company; provided, that the Holder provides the information on the Exercise Notice that is reasonably necessary for the Company equal to issue the applicable aggregate Exercise Price, Warrant Shares in compliance with U.S. federal securities law; (ii) if there is no effective registration statement covering with respect to the shares issuable upon exercise of this Warrant at that time, on a “cashless basis” by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of surrendering this Warrant at for that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value quotient obtained by dividing (as determined belowx) the product of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued underlying this Warrant or any portion thereof being exercised (at the election of the Holder), multiplied by the difference between the Fair Market Value and the Warrant Price by (y) the Fair Market Value. “Fair Market Value” means (A) if at the time of exercise the Common Stock is listed or quoted for trading on the New York Stock Exchange, the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, OTC Bulletin Board or any other national securities or over-the-counter exchange (each, an “Exchange”), then the average last sale price of a share of Common Stock for the ten trading days ending on the third trading day prior to the Holder Y = date on which notice of exercise of this Warrant is sent to the number Company (the “Exercise Date”); or (B) if at the time of exercise the Common Stock is not listed or quoted for trading on an Exchange, then the fair market value, of a share of Common Stock as shall be determined by the Board of Directors of the Company (the “Board”) in its good faith judgment; provided, however, that notwithstanding the foregoing, the issuance of shares of Common Stock purchasable or other securities upon the exercise of this Warrant shall be made without charge to the Holder for any issue in respect thereof; provided further, however if at any time the Common Stock is not a “covered security” under the Warrant or, if only a portion Section 18(b) of the Warrant is being exercisedSecurities Act, the portion Company may, at its option, require the exercise of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)be made on a “cashless basis.”

Exercise. Payment may be made either If ▇▇▇▇▇▇▇▇ (i) furnishes the Drag-Along Notice to each Participating Drag-Along Seller in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Priceaccordance with this Section 3.12, and (ii) if there is no effective registration statement covering consummates the shares issuable upon exercise of this Warrant at that timeDrag-Along Sale described in the Drag-Along Notice, by delivery then each Participating Drag-Along Seller shall be obligated to sell in the Drag-Along Sale all of the WarrantWarrants Beneficially Owned by such Participating Drag-Along Seller on the same terms and conditions with respect to each share of Common Stock sold as ▇▇▇▇▇▇▇▇ shall sell each of his shares of Common Stock; provided, or however, that (A) Each Participating Drag-Along Seller will not be required to exercise its Warrants prior to the closing of the Drag-Along Sale in order to participate in the Drag-Along Sale but may instead exercise its Warrants simultaneously with the closing of the Drag-Along Sale. To the extent of the cash to be received by such Participating Drag-Along Seller in the Drag-Along Sale, the Participating Drag-Along Seller may direct that the Drag-Along Purchaser pay up to the aggregate exercise price for the Warrants being exercised by the Participating Drag-Along Seller to the Company in lieu of paying such amount to such Participating Drag-Along Seller, with the Company applying such amounts received by it from the Drag-Along Purchaser as payment for the exercise price for the Warrants being exercised (the Cashless Exercise option may also be elected, which will result in fewer underlying shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable being subject to the Holder per Drag-Along Sale); and (B) For purposes of Section 3.12(a) and Section 3.12(b), the terms of this Warrant) and the Holder shall thereupon be entitled conditions with respect to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one each share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect sold shall be deemed to receive shares equal include all direct and indirect consideration paid to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)▇▇▇▇▇▇▇▇.

Exercise. Payment Subject to the terms hereof, the Warrants, evidenced by this Warrant Certificate, may be made either exercised at the Exercise Price in whole or in part at any time during the period (ithe "Exercise Period") commencing on the date hereof and terminating on the five year anniversary of the date of grant (the "Expiration Date"). The Exercise Period may also be extended by the Company's Board of Directors. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender to the Company at its principal offices of this Warrant Certificate with the exercise form attached hereto executed by the Registered Holder and accompanied by payment to the Company, in cash cash, wire transfer, or by certified or official bank check payable to the order or certified check, of the Company an amount equal to the applicable aggregate Exercise Price, in lawful money of the United States of America. In lieu of payment of the Exercise Price in cash, the Registered Holder shall have the right at any time and from time to time to exercise the Warrants in full or in part by surrendering the Warrant Certificate in the manner specified above in exchange for the number of Shares equal to the product of (iia) the number of shares to which the Warrants are being exercised multiplied by (b) a fraction, the numerator of which is the Market Price (as defined below) of the Company's common stock less the Exercise Price and the denominator of which is such Market Price (a "Cashless Exercise"). As used herein, the term "Market Price" at any date shall be deemed to be the average of the last reported sale prices for the last fifteen (15) trading days as officially reported by the principal securities exchange on which the Company's common stock is listed or admitted to trading during said period, or, if there the Company's common stock is no effective registration statement covering not listed or admitted to trading on any national securities exchange during said period, the shares average closing bid price of the common stock on the Nasdaq Stock Market System or reported on the NASD's OTC Bulletin Board or, if the Company's common stock is not quoted on Nasdaq or the OTC Bulletin Board, as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it. The person entitled to receive the Shares issuable upon exercise of this a Warrant at that time, by delivery or Warrants ("Warrant Shares") shall be treated for all purposes as the holder of such Warrant Shares as of the Warrant, close of business on the Exercise Date. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or shares of Common Stock and/or Common Stock receivable upon deliverable on the exercise of any Warrant or scrip or cash with respect thereto, and such right to a fractional share shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the Warrant in accordance with same Registered Holder, the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable upon exercise of this Warrant at that timeon such exercise. Promptly, by and in any event within ten business days after the Exercise Date, the Company shall cause to be issued and delivered to the person or persons entitled to receive the same, a combination of any of the foregoing methods, certificate or certificates for the number of Common Warrant Shares specified in deliverable on such Exercise Notice (exercise. The Company may deem and treat the Registered Holder of the Warrants at any time as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) absolute owner thereof for all purposes, and the Holder Company shall thereupon not be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding affected by any provisions herein notice to the contrary, if . The Warrants shall not entitle the Current Fair Market Value Registered Holder thereof to any of one share the rights of Common Stock is greater than shareholders or to any dividend declared on the Exercise Price (at Shares unless the date of calculation as set forth below), in lieu of exercising this Registered Holder shall have exercised the Warrants and thereby purchased the Warrant for cash, the Holder may elect to receive shares equal Shares prior to the value (as determined below) record date for the determination of this Warrant (holders of Shares entitled to such dividend or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)other right.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder’s duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using (as defined below) as of the following formula: Where X = Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq Capital Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Capital Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Notwithstanding anything to the contrary herein, each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on such day which is 61 days subsequent to the date on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (such subsequent day the “Exercise Date”). On the Exercise Date and not before, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. Prior to the Exercise Date such person or persons shall continue to be deemed to be owners of this Warrant and not of any corresponding underlying Warrant Shares. Provided this Warrant is surrendered on or prior to the Expiration Date, this Warrant may be exercised in accordance with the terms and conditions herein notwithstanding the fact that the Exercise Date may be later than the Expiration Date. This Section 1(c) shall survive the termination or voiding of this Warrant and continue in full force and effect. (d) As soon as practicable after the exercise of this Warrant in full or in part on the Exercise Date, and in any event within 3 business days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 called for on the face of Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise and paid for in cash pursuant to subsection 1(a) (if any) plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment may be made either (i) A Managing Underwriters' Warrant Holder may exercise a Managing Underwriters' Warrant, in cash whole or in part, to purchase Underlying Shares or Underlying Warrants, or both, in such amounts as may be elected upon surrender of such Managing Underwriters' Warrant Certificate with the subscription form thereon duly executed, to the Company at its corporate office at 10 I▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇gether with the full Underlying Share Purchase Price for each Underlying Share to be purchased and the full Underlying Warrant Purchase Price for each Underlying Warrant to be purchased, in lawful money of the United States, or by certified check or official bank check draft payable in United States Dollars to the order of the Company equal and upon compliance with and subject to the applicable aggregate Exercise Price, conditions set forth herein. (ii) if there is no effective registration statement covering Upon receipt of a Managing Underwriters' Warrant Certificate with the shares issuable upon exercise of this Warrant at that time, subscription form thereon duly executed and accompanied by delivery payment of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, Underlying Share Purchase Price for the number of Common Underlying Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in and/or the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive Underlying Warrant Purchase Price for the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant Underlying Warrants for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the such Managing Underwriters' Warrant is then being exercised, the portion Company, subject to (iii) In case a Managing Underwriters' Warrant Holder shall exercise a Managing Underwriters' Warrant with respect to less than all of the Underlying Shares and/or Underlying Warrants that may be purchased pursuant to such Managing Underwriters' Warrant, the Company will execute a new Managing Underwriters' Warrant being exercised (at Certificate, as represented by a warrant certificate substantially in the date form attached hereto as Exhibit A, exercisable for the balance of the Underlying Shares and/or Underlying Warrants that may be purchased upon exercise of such calculation) A = Managing Underwriters' Warrant and deliver such new Managing Underwriters' Warrant Certificate to the Current Fair Market Value Managing Underwriters' Warrant Holder. Managing Underwriters' Warrant Certificates shall be executed on behalf of one share of the Company by the Company's Common Stock Chairman of the Board, President or any Vice President and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary. (iv) A Managing Underwriters' Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, and the person entitled to receive Underlying Shares and/or Underlying Warrants and any Managing Underwriters' Warrant Certificate representing the unexercised portion of such Managing Underwriters' Warrant deliverable upon such exercise shall be treated for all purposes as the holder of such Underlying Shares, Underlying Warrants and unexercised Managing Underwriters' Warrant upon such exercise as of the close of business on the Exercise Date. (v) 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 this Managing Underwriters' Warrant or the issue of any Underlying Securities. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer of a Managing Underwriters' Warrant or of any Underlying Security to a person other than the Managing Underwriters' Warrant Holder at the date time of surrender, and until the payment of such calculation) B = Exercise Price (as adjusted tax, shall not be required to the date of issue such calculation)Underlying Security.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by certified the Registered Holder's duly authorized attorney, at the principal office of the Company, or official bank check at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) If the Company is unable for any reason to deliver to the order of the Company equal Registered Holder unlegended, freely tradeable Warrant Shares pursuant to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering the shares issuable United States Securities Act of 1933 upon exercise of this Warrant Warrant, then the Registered Holder may, at that timeits option, by delivery elect to pay some or all of the Warrant, or shares of Common Stock and/or Common Stock receivable Purchase Price payable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon an exercise of this Warrant at that timeby canceling all or a portion of this Warrant. If the Registered Holder wishes to exercise this Warrant by this method, by a combination of any of the foregoing methods, for the number of Common Warrant Shares specified purchasable (which shall in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in no event exceed the total number of shares of Common Stock issuable Warrant Shares purchasable under this Warrant as set forth above), subject to the Holder per the terms adjustment under Section 2 of this Warrant) and the Holder shall thereupon be entitled to receive determined as follows: X=Y[(A-B)/A]; where X= the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein Warrant Shares to be issued to the contrary, if Holder; Y= the Current number of Warrant Shares with respect to which this Warrant is being exercised; A= the Fair Market Value of one share of Common Stock is greater than Stock; B= the Exercise Purchase Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of Common Stock. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Company's Common Stock is listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system (including, without limitation, the OTC Bulletin Board or any successor and, if the average daily trading volume for the preceding 10 days has been at least 100,000 shares, the Pink Sheets) as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above accompanied by payment in full of the Purchase Price at the date offices of the Company or at such calculationother location as may be specified by the Company to the Holder in writing from time to time (the "Exercise Date"). Subject to Section 4 hereof, at such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) B = Exercise Price below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 5 business days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise, as adjusted as required 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 such calculation)like tenor, calling in the aggregate on the face or faces thereof for the number of remaining Warrant Shares.

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

Exercise. Payment This Warrant may be exercised, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made either (i) in cash or by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company equal will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering provisions of the shares Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable upon in respect to the exercise of this Warrant at that time, by delivery of the Warrant, or shares the Company at its option may (a) pay in cash an amount equal to the product of Common Stock and/or Common Stock receivable upon exercise (i) the daily mean average of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise closing price of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than on the Exercise Price ten consecutive trading days before the conversion date and (at the date ii) such fraction of calculation as set forth below), in lieu a share or (b) issue an additional share of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office Common Stock. Upon exercise of the Company together with the properly endorsed Exercise Notice in which event Warrant, the Company shall issue and deliver to the Holder a number of shares of certificates for the Common Stock computed using issuable upon such exercise within ten business days after such exercise and the following formula: Where X = person exercising shall be deemed to be the number holder of shares record of the Common Stock to issuable upon such exercise. No warrant granted herein shall be issued to exercisable after 5:00 p.m. Eastern Standard Time on the Holder Y = the number second anniversary of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)issuance.

Exercise. Payment may If the ESOP Trust (A) furnishes the Drag-Along Notice to each Participating Drag-Along Seller in accordance with this Section 2.4 and (B) consummates the Drag-Along Sale described in the Drag-Along Notice, then each Participating Drag-Along Seller shall be made either obligated to sell in the Drag-Along Sale all of the Shares Beneficially Owned by such Participating Drag-Along Seller on the same terms and conditions with respect to each Share sold as the ESOP Trust shall sell each of its Shares; provided, however, that (i) in cash or by certified or official bank check payable if the Participating Drag-Along Seller is a Warrant Holder, such Warrant Holder will not be required to exercise its Warrants prior to the order closing of the Company equal Drag-Along Sale in order to participate in the Drag-Along Sale but may instead exercise its Warrants simultaneously with the closing of the Drag-Along Sale. To the extent of the cash to be received by such Warrant Holder in the Drag-Along Sale, the Warrant Holder may direct that the Drag-Along Purchaser pay up to the applicable aggregate Exercise Priceexercise price for the Warrants being exercised by the Warrant Holder to the Company in lieu of paying such amount to such Warrant Holder, with the Company applying such amounts received by it from the Drag-Along Purchaser as payment for the exercise price for the Warrants being exercised (the cashless exercise option may also be elected, which will result in fewer underlying Shares being subject to the Drag-Along Sale); (ii) if there is no effective registration statement covering the shares issuable upon exercise For purposes of this Warrant at that timeSection 2.4(a) and Section 2.4(b), by delivery of the Warrantterms and conditions with respect to each Share sold shall be deemed to include all direct and indirect consideration paid to the ESOP Trust, the ESOP Trustee and their respective Affiliates and any Participant in any respect related to or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance connection with the formula set forth below in this Section 2.2, or Drag-Along Sale; and (iii) if there is no effective registration statement covering Upon the shares issuable upon exercise of this Warrant at that time, by a combination of any written request of the foregoing methodsESOP Trust, but subject to this Section 2.4, each Participating Drag-Along Seller shall (x) consent to, vote for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable and raise no objections to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fullyDrag-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (Along Sale or the portion thereof being exercisedprocess pursuant to which the Drag-Along Sale was arranged and (y) by surrender of this Warrant at the principal office of the Company together waive any dissenters’, appraisal and similar rights with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)respect thereto.

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) if there is no not an effective registration statement covering the resale of the shares issuable upon exercise of Common Stock underlying this Warrant at that timeWarrant, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the immediately following sentence and the formula set forth below in this Section 2.2contained therein, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of shares of Common Shares Stock specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit A duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using (as defined below) as of the following formula: Where X = Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 called for on the face of Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment This Warrant may be made either (i) in cash exercised prior to its expiration at any time and from time to time on and after the date(s), if any, on which this Warrant becomes exercisable for the First Condition Shares and the Second Condition Shares, respectively by surrender of this Warrant, with the form of Notice of Exercise or Conversion at the end hereof duly executed by such holder, to the Company at its principal office, accompanied by payment, by certified or official bank check payable to the order of the Company equal or by wire transfer to the applicable aggregate Exercise Priceits account, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total amount obtained by multiplying the number of shares of Common Stock issuable 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 Holder per order of the terms holder hereof a new Warrant or Warrants of this Warrantlike tenor, in the name of the holder hereof or as such holder (upon payment by such holder of any applicable transfer taxes) and may request, calling in the Holder shall thereupon be entitled to receive aggregate on the face or faces thereof for the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein equal to the contrarybalance of the number shares then purchasable under this Warrant. Upon any exercise of this Warrant, if in whole or in part, the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below)holder hereof may, in lieu of exercising paying the aggregate Exercise Price which otherwise would be payable with respect to the shares of Warrant Stock for which this Warrant for cashis then being exercised (collectively, the Holder may elect to receive shares equal to "EXERCISE SHARES"), (a) in the value (as determined below) event the holder of this Warrant is also the holder of a promissory note of the Company, convert a like amount of outstanding principal and/or interest amount of such note into such number of Common Stock, or (or the portion thereof being exercised) by surrender of b)surrender this Warrant at the principal office of to the Company together with the properly endorsed Exercise Notice a notice of cashless exercise, in which event the Company shall issue to the Holder a the number of shares of Common Warrant Stock computed using the following formuladetermined as follows: Where X = Y (A-B)/A where: X = the number of shares of Common Warrant Stock to be issued to the Holder holder. Y = the number of shares of Common Warrant Stock purchasable under the Warrant or, if only a portion of the with respect to which this Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) . A = the Current Fair Market Value (as defined below) of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)Warrant Stock.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using as of the following formula: Where X = effective date of exercise, as determined pursuant to subsection 1(c) below (the number B-1 (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, or another nationally recognized exchange or trading system as of shares the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be issued to the Holder Y = the number of shares last reported sale price per share of Common Stock purchasable under thereon on the Warrant Exercise Date; or, if only no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a portion national securities exchange, the Nasdaq National Market, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of Shares represented by such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)certificates.

Exercise. Payment Rights may be made either exercised at any time during the Offering Period upon the terms and conditions set forth in the Prospectus and in this Agreement. (a) Rights may be exercised by completing and executing the exercise portion of the Subscription Certificate and delivering it to the Subscription Agent along with payment of the Subscription Price for the aggregate number of Common Shares subscribed for prior to the Expiration Time. (b) A subscription will be accepted by the Subscription Agent if, prior to the Expiration Time, the Subscription Agent has received (i) payment of the full Subscription Price for the Common Shares subscribed for in cash the Basic Subscription, and (ii) a Notice of Guaranteed Delivery by facsimile (telecopy) or otherwise from a bank, trust company, New York Stock Exchange member or member of another national securities exchange guaranteeing delivery of a properly completed and executed Subscription Certificate. The Subscription Agent will not honor a Notice of Guaranteed Delivery unless a properly completed and executed Subscription Certificate is received by certified the Subscription Agent by the close of business on the third New York Stock Exchange trading day after the Expiration Time. (c) The Subscription Price shall be paid in United States dollars, by (i) check or official bank check draft drawn on a United States bank, or an postal, telegraphic or express money order payable to the order of the Company equal to the applicable aggregate Exercise PriceSubscription Agent, or (ii) if there is no effective registration statement covering by wire transfer of same day funds to an account maintained by the shares issuable upon exercise Subscription Agent for the purpose of this Warrant at that timeaccepting subscriptions the __________ Bank, by delivery of the WarrantAccount No. ________ (Dema▇▇▇▇▇▇.▇▇▇, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant ▇▇c.), ABA No. ______________, in accordance with the formula set forth below Wire instructions attached to this Agreement as Appendix B. (d) Once an Eligible Rights Holder has exercised Rights, such exercise may not be revoked or rescinded. (e) If an Eligible Rights Holder does not indicate the number of Rights being exercised in this Section 2.2the Basic Subscription, or (iii) if there is no effective registration statement covering does not deliver full payment of the Subscription Price for the number of shares issuable upon indicated as being subscribed through the exercise of this Warrant at that timeRights in the Basic Subscription, then such Eligible Rights Holder will be deemed to have exercised Rights to purchase the maximum number of Common Shares determined by a combination dividing the total Subscription Price paid by the Subscription Price per share, but not in excess of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such holder may purchase through the exercise number shall be adjusted to reflect any adjustment of Rights in the total number of shares of Common Stock issuable to the Basic Subscription. (f) If an Eligible Rights Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive does not indicate the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is Rights being exercised, but submits payment for more shares than may be purchased through the portion of the Warrant being exercised (at the date exercise of such calculation) A = Eligible Rights Holder's Rights in the Current Fair Market Value of one share of Basic Subscription, the Company's Common Stock (at the date of excess payment received from such calculation) B = Exercise Price (as adjusted Eligible Rights Holder will be returned to the date of such calculation)Eligible Rights Holder without interest or deduction.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder’s duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise; provided however that this Warrant may in no circumstance be exercised until the Israeli Ministry of Health approves the execution of the Study Protocol (as defined in that certain Clinical Trial Agreement, dated as of February 17, 2010, by and between the Registered Holder, P▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and BrainStorm Cell Therapeutics Ltd., and as amended from time to time). (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using (as defined below) as of the following formula: Where X = Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 called for on the face of Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder’s duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using (as defined below) as of the following formula: Where X = Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 called for on the face of Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered --------- Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using as of the following formula: Where X = effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. ------------- If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the NASDAQ National Market, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder’s duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using (as defined below) as of the following formula: Where X = Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Notwithstanding anything to the contrary herein, each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on such day which is 61 days subsequent to the date on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (such subsequent day the “Exercise Date”). On the Exercise Date and not before, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. Prior to the Exercise Date such person or persons shall continue to be deemed to be owners of this Warrant and not of any corresponding underlying Warrant Shares. Provided this Warrant is surrendered on or prior to the Expiration Date, this Warrant may be exercised in accordance with the terms and conditions herein notwithstanding the fact that the Exercise Date may be later than the Expiration Date. This Section 1(c) shall survive the termination or voiding of this Warrant and continue in full force and effect. (d) As soon as practicable after the exercise of this Warrant in full or in part on the Exercise Date, and in any event within 3 business days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 called for on the face of Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise and paid for in cash pursuant to subsection 1(a) (if any) plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment Subject to the limitations set forth in Section 3, this Warrant may be made either exercised by the Holder hereof at any time during the Warrant Exercise Period by surrender of this Warrant to the Company at its principal office, together with (i) the form of subscription at the end hereof duly executed by such Holder, (ii) such other documents, statements, subscription agreements or other items as may be reasonably requested by the Company in cash or furtherance of its requirements pursuant to Section 3 below, and (iii) payment, by certified or official bank check payable to the order of the Company equal or by wire transfer to the applicable aggregate Exercise Priceits account, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) amount obtained by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = multiplying the number of shares of Common Stock for which this Warrant is then being exercised by the Exercise Price then in effect (such amount, the "Exercise Payment"), except that the Holder may, at its option, elect to be issued pay the Exercise Payment by canceling a portion of this Warrant that is equal to the number of shares determined by dividing the Exercise Payment by (i) the Current Market Price as of the date of exercise or (ii) if the Current Market Price cannot be determined because the Common Stock is not listed or admitted to unlisted trading on the New York Stock Exchange, another national securities exchange, or the National Market System, the Estimated Current Market Price (as hereinafter defined) (such manner of payment, a "Non-Cash Exercise Payment"). The "Estimated Current Market Price" means the amount most recently determined by the Company's Board of Directors in its reasonable discretion to represent the fair market value per share of the Common Stock (including without limitation a determination for purpose of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company). Upon request of the Holder, the Company's Board of Directors (or a representative thereof) shall promptly notify the Holder Y = of the Estimated Current Market Price. Notwithstanding the foregoing, if the Company's Board of Directors has not made such a determination within the three-month period prior to an exercise of the Warrant in which the Holder has elected to make a Non-Cash Exercise Payment, then (A) the Estimated Current Market Price shall be the amount next determined by the Company's Board of Directors in its reasonable discretion to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Company's Board of Directors shall make such a determination within 15 days of a request by the Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection shall be delayed until such determination is made. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant or Warrants of like tenor and dated as of the date of this Warrant, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock purchasable under equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant or, if only a portion minus the sum of the number of such shares (without giving effect to any adjustment therein) for which this Warrant is being exercised, the portion of the Warrant being shall have been exercised (at the date including by way of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = a Non-Cash Exercise Price (as adjusted to the date of such calculationPayment).

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder’s duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using as of the following formula: Where X = effective date of exercise, as determined pursuant to subsection 1(c) below (the “Exercise Date”) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) of the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment Subject to the terms hereof: the Warrants, evidenced by this Warrant Certificate, may be made either exercised at the Exercise Price in whole or in part at any time during the period (ithe “Exercise Period”) commencing on August 15, 2007 as contemplated by the Amendment, Consent and Waiver and terminating at the close of business on November 13, 2007 (the “Expiration Date”). The Exercise Period may also be extended by the Company’s Board of Directors. A Warrant shall be deemed to have been exercised in immediately prior to the close of business on the date (the “Exercise Date”) of the surrender to the Company at its principal offices of this Warrant Certificate with the exercise form attached hereto executed by the Registered Holder and accompanied by payment to the Company, in cash or by certified or official bank check payable to the order or certified check, of the Company an amount equal to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering in lawful money of the shares United States of America. The person entitled to receive the Shares issuable upon exercise of this a Warrant at that time, by delivery or Warrants (“Warrant Shares”) shall be treated for all purposes as the holder of such Warrant Shares as of the Warrant, close of business on the Exercise Date. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or shares of Common Stock and/or Common Stock receivable upon deliverable on the exercise of any Warrant or script or cash with respect thereto, but, if Company elects not to issue a fractional share, the Company will pay a cash adjustment in respect of any fraction of a Warrant Share which would otherwise be issuable in accordance with an amount equal to the formula set forth below same fraction of the amount by which the market price of a Share on the date of exercise exceeds the Exercise Price, such market price to be determined in this Section 2.2good faith by the Board of Directors of the Company. If more than one Warrant shall be exercised at one time by the same Registered Holder, or (iii) if there is no effective registration statement covering the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable upon exercise of this Warrant at that timeon such exercise. Promptly, by and in any event within ten business days after the Exercise Date, the Company shall cause to be issued and delivered to the person or persons entitled to receive the same, a combination of any of the foregoing methods, certificate or certificates for the number of Common Warrant Shares specified in deliverable on such Exercise Notice (exercise. The Company may deem and treat the Registered Holder of the Warrants at any time as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) absolute owner thereof for all purposes, and the Holder Company shall thereupon not be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding affected by any provisions herein notice to the contrary, if . The Warrants shall not entitle the Current Fair Market Value Registered Holder thereof to any of one share the rights of Common Stock is greater than shareholders or to any dividend declared on the Exercise Price (at Shares unless the date of calculation as set forth below), in lieu of exercising this Registered Holder shall have exercised the Warrants and thereby purchased the Warrant for cash, the Holder may elect to receive shares equal Shares prior to the value (as determined below) record date for the determination of this Warrant (holders of Shares entitled to such dividend or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)other right.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered ▇▇▇▇▇▇'s duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using (as defined below) as of the following formula: Where X = Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 called for on the face of Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment (a) This Warrant may be made either exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in cash or respect of the number of Warrant Shares being purchased upon such exercise by certified or official bank check payable (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the order maximum number of Warrant Shares purchasable pursuant to this method, then the Company number of Warrant Shares so purchasable shall be equal to the applicable aggregate total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise PriceDate. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if there the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is no effective registration statement covering made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above. (e) All Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and nonassessable and free of any preemptive rights. The Company shall pay all taxes and other governmental charges that may be imposed with respect to the issuance or delivery thereof. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for Warrant Shares issuable upon exercise of this Warrant at in any name other than that time, by delivery of the WarrantRegistered Holder, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified and in such Exercise Notice (as case the Company shall not be required to issue or deliver any share certificate until such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable tax or other charge has been paid or it has been established to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office reasonable satisfaction of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant that no such tax or other charge is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)due.

Exercise. Payment (a) Subject to subsection 1(c) below, this Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) Subject to subsection 1(c) below, the Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using (as defined below) averaged over the following formula: Where X = five trading days immediately preceding the Exercise Date (as defined in subsection 1(d) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock to be issued to averaged over the Holder Y = five trading days immediately preceding the number of shares Exercise Date. The Fair Market Value per share of Common Stock purchasable shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, Nasdaq Stock Market, OTC Bulletin Board or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, Nasdaq Stock Market, OTC Bulletin Board or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Warrant orCompany); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if only the Board of Directors has not made such a portion determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Warrant is being exercised, the portion Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant being exercised pursuant to this subsection 1(b) shall be delayed until such determination is made. (at c) This Warrant shall be exercisable only to the date of such calculationextent set forth in this subsection 1(c): (i) A = If the Current Fair Market Value of one share the Common Stock (determined as provided in subsection 1(b)(i) above), for five consecutive trading days, with aggregate volume on the market on which the Common Stock is traded for such five consecutive trading days of at least 100,000 shares, exceeds the amount set forth below under the heading "Share Price" (adjusted for stock splits, stock dividends and similar recapitalizations), this Warrant shall immediately be exercisable to purchase the number of Warrant Shares set forth below under the heading "Cumulative Shares Exercisable:" Share Price Cumulative Shares Exercisable ----------- ----------------------------- $10 250,000 $12 375,000 $14 500,000 $16 625,000 $18 750,000 $20 1,000,000 (ii) In addition, this Warrant shall be exercisable to purchase all of the Warrant Shares covered by this Warrant immediately prior to the closing of (A) a sale of securities by the Company by means of a private placement or pursuant to a registration statement, which results in gross proceeds to the Company of at least $10,000,000 and which values the Company immediately prior to such sale of securities at $50,000,000 or more, (B) any sale of all or substantially all of the assets of the Company's Common Stock , or (C) any merger, consolidation, sale of stock or other transaction or series of related transactions in which the holders of capital stock of the Company before the transaction no longer hold at least 50% of the capital stock of the Company after the transaction. (d) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (e) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such calculationshares called for on the face of this Warrant minus the sum of (a) B = Exercise Price (as adjusted to the date number of such calculation)shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to subsection 1(b) above.

Exercise. Payment may be made either (a) If the Board service of an Eligible Director is terminated for reasons other than (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricedeath, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that timedischarge for Cause, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2(iii) retirement, or (iiiiv) if there is no effective registration statement covering resignation, the shares issuable upon Eligible Director may exercise an Option at any time within three years after such termination, to the extent of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in covered by such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (Option that were exercisable at the date of such calculationtermination; except that an Option shall not be exercisable on any date beyond the expiration of such three-year period or the expiration date of such Option, whichever occurs first. (b) A = If the Current Fair Market Value Board service of one share an Eligible Director is terminated for Cause, any Options of such Eligible Director shall expire and any rights thereunder shall terminate immediately. Any Option of an Eligible Director whose Board service is terminated by resignation may be exercised at any time within three months of such resignation, to the Company's Common Stock (extent that the number of Shares covered by such Option were exercisable at the date of such calculationresignation; except that an Option shall not be exercisable on any date beyond the expiration date of such Option. (c) B = Exercise Price Should an Eligible Director die either while a member of the Board or after termination of Board service (as adjusted other than removal for Cause), the Option rights of such deceased ▇▇▇▇▇▇▇▇ Director may be exercised by his or her Personal Representative at any time within three years after the Eligible Director's death, to the extent of the number of Shares covered by such Option that were exercisable at the date of such calculation)death; except that an Option shall not be so exercisable on any date beyond the expiration date of such Option. If an Eligible Director who was granted an Option should die within 180 days of the expiration date of such Option, and if on the date of death the Eligible Director was then entitled to exercise such Option, and if the Option expires without being exercised, the Personal Representative of the Eligible Director shall receive in settlement a cash payment from the Company of a sum equal to the amount, if any, by which the Fair Market Value (determined on the expiration date of the Option) of Vlasic Stock subject to the Option exceeds the Option Price. (d) Any Option of an Eligible Director whose Board service terminates after age 55 and five (5) years of Board service shall become fully vested on such termination date and may be exercised at any time up to three years after such termination, as determined by the Board, except that an Option shall not be exercisable on any date beyond the expiration date of such Option.

Exercise. Payment may be made either (ia) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering the shares issuable upon The exercise of this Warrant at that time, may be accomplished by actual delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that timeand the Exercise Price in cash, by a combination of any certified check, or official bank draft in lawful money of the foregoing methodsUnited States of America, for the number of Common Shares specified in or such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable other tender acceptable to the Holder per Company. The payment must be delivered, personally or by mail, to the terms of this WarrantCompany at the address first set forth above or such other address as may hereafter be specified by the Company in a written notice to the Holder. (b) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions provision herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price exercise price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the a properly endorsed Exercise Notice executed notice of such election, in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock to be issued Issued to the Holder Y = the number of shares of Common Stock purchasable issuable under the Warrant or, if only a portion A = the fair market value of the Warrant is being exercised, the portion one share of the Warrant being exercised Common Stock (at the date of such calculation) A B = the Current Exercise Price of the Warrant (at the date of calculation) (c) For the purpose of the calculation in subparagraph (b) above, the Fair Market Value of one share of Common Stock shall be determined by the Company's ’s Board of Directors in good faith; provided, however, that where there exists a public market for the Company’s Common Stock (at the date time of such calculationexercise, the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock as quoted In the Over-the-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the Nasdaq Global Market or on any exchange on which the Common Stock is listed, whichever is applicable, for the five (5) B = Exercise Price (as adjusted trading days prior to the date of such calculation)determination. Notwithstanding the foregoing, if the Warrant Is exercised In connection with the Company’s initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company’s initial public offering.

Exercise. Payment may be made either (a) Each ▇▇▇▇▇ Warrant, when exercised, shall initially entitle the Holder thereof, subject to adjustment pursuant to the terms of this Agreement, to purchase [·] shares of Common Stock. The exercise price of each ▇▇▇▇▇ Warrant is equal to $0.01 per share, subject to the adjustments provided for in this Agreement (the “▇▇▇▇▇ Warrant Exercise Price”). (b) Each Closing Date Warrant, when exercised, shall initially entitle the Holder thereof, subject to adjustment pursuant to the terms of this Agreement, to purchase [·] shares of Common Stock. The exercise price of each Closing Date Warrant is equal to $8.10 per share subject to the adjustments provided for in this Agreement (the “Cash Warrant Exercise Price”). (c) Each 1st Anniversary Warrant, when exercised, shall initially entitle the Holder thereof, subject to adjustment pursuant to the terms of this Agreement, to purchase [·] shares of Common Stock. The exercise price of each 1st Anniversary Warrant is equal to the 1st Anniversary Warrant Exercise Price; provided, however, if a Liquidity Event occurs prior to the fixing of the 1st Anniversary Warrant Exercise Price, the exercise price for each 1st Anniversary Warrant shall become immediately prior to the consummation of that Liquidity Event $8.10 per share, subject to the adjustments provided for in this Agreement for the events that occurred on and after the date hereof and prior to the occurrence of such Liquidity Event as if such Exercise Price had been the Exercise Price on the date hereof. (d) Each 2nd Anniversary Warrant, when exercised, shall initially entitle the Holder thereof, subject to adjustment pursuant to the terms of this Agreement, to purchase [·] shares of Common Stock. The exercise price of each 2nd Anniversary Warrant is equal to the 2nd Anniversary Warrant Exercise Price; provided, however, if a Liquidity Event occurs prior to the fixing of the 2nd Anniversary Warrant Exercise Price, the exercise price for each 2nd Anniversary Warrant shall become immediately prior to the consummation of that Liquidity Event (i) in cash if the 1st Anniversary Warrant Exercise Price has been fixed prior to that time, the 1st Anniversary Warrant Exercise Price or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this 1st Anniversary Warrant at Exercise Price had not been fixed prior to that time, by delivery of $8.10 per share, subject to the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below adjustments provided for in this Section 2.2, or (iii) Agreement for events that occurred on and after the date hereof and prior to the occurrence of such Liquidity Event as if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than Price had been the Exercise Price (at on the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)hereof.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable on an exercise of this Warrant by surrendering to the Company Common Stock of the Company with a fair market value equal to the purchase price paid. The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of shares Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using as of the following formula: Where X = effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date"), over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder’s duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise; provided however that this Warrant may in no circumstance be exercised until the enrollment of all patients into the Study (as defined in that certain Clinical Trial Agreement, dated as of February 17, 2010, by and between the Registered Holder, ▇▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and BrainStorm Cell Therapeutics Ltd., and as amended from time to time). (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using (as defined below) as of the following formula: Where X = Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 called for on the face of Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using (as defined below) as of the following formula: Where X = Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors in good faith to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 called for on the face of Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment This Warrant may be exercised, in whole at any time or in part from time to time, commencing on November 29, 1999 and prior to 5:00 P.M., Eastern Standard Time on November 29, 2004, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made either (i) in cash or by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company equal will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering provisions of the shares Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable upon in respect to the exercise of this Warrant at that time, by delivery of the Warrant, or shares the Company at its option may (a) pay in cash an amount equal to the product of Common Stock and/or Common Stock receivable upon exercise (i) the daily mean average of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise closing price of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than on the Exercise Price ten consecutive trading days before the conversion date and (at the date ii) such fraction of calculation as set forth below), in lieu a share or (b) issue an additional share of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office Common Stock. Upon exercise of the Company together with the properly endorsed Exercise Notice in which event Warrant, the Company shall issue and deliver to the Holder a number of shares of certificates for the Common Stock computed using issuable upon such exercise within ten business days after such exercise and the following formula: Where X = person exercising shall be deemed to be the number holder of shares record of the Common Stock to issuable upon such exercise. No warrant granted herein shall be issued to exercisable after 5:00 p.m. Eastern Standard Time on the Holder Y = the number fifth anniversary of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)issuance.

Exercise. Payment a. This Warrant may be made either (i) exercised on or before the expiration date of June 30, 2002 by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to such Registered Holder's duly authorized attorney, at the order principal office of the Company, or at such other office or agency as the Company equal to the applicable aggregate Exercise Pricemay designate, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that timeaccompanied by payment in full, by delivery in lawful money of the WarrantUnited States, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant Purchase Price payable in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise respect of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Warrant Shares specified in purchased upon such Exercise Notice (as such exercise number exercise. For purposes hereof, the Purchase Price shall be adjusted equal to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder $______ per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. share. b. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value (as defined below) of one share of Common Stock is greater than the Exercise Purchase Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Registered Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercisedcanceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise Notice and notice of such election in which event the Company shall issue to the Registered Holder a the number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Registered Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, if the Common Stock is listed or quoted on a national securities exchange, the Nasdaq Stock Market, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of the Common Stock shall be deemed to be the average of the last reported sales price per share of Common Stock thereon for the five trading days immediately preceding the Exercise Date; provided, however, that if no such price is reported during such five-day period, or if the Common Stock is not listed or quoted on a national securities exchange, the Nasdaq Stock Market, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to subsection 1.b. shall be delayed until such determination is made. c. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsections 1.a. and 1.b. above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1.d. below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. d. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise (and in the case of exercise under the net exercise provision of Subsection 1.b., minus the number of shares underlying the Warrant which were surrendered in accordance therewith).

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using as of the following formula: Where X = effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market System, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market System, the Nasdaq system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment Rights may be made either exercised at any time during the Offering Period upon the terms and conditions set forth in the Prospectus and in this Agreement. (a) Rights may be exercised by completing and executing the exercise portion of the Subscription Certificate and delivering it to the Subscription Agent along with payment of the Subscription Price for the aggregate number of Common Shares subscribed for prior to the Expiration Time. (b) A subscription will be accepted by the Subscription Agent if, prior to the Expiration Time, the Subscription Agent has received (i) payment of the full Subscription Price for the Common Shares subscribed for in cash the Basic Subscription, and (ii) a Notice of Guaranteed Delivery by facsimile (telecopy) or otherwise from a bank, trust company, New York Stock Exchange member or member of another national securities exchange guaranteeing delivery of a properly completed and executed Subscription Certificate. The Subscription Agent will not honor a Notice of Guaranteed Delivery unless a properly completed and executed Subscription Certificate is received by certified the Subscription Agent by the close of business on the third New York Stock Exchange trading day after the Expiration Time. (c) The Subscription Price shall be paid in United States dollars, by (i) check or official bank check draft drawn on a United States bank, or an postal, telegraphic or express money order payable to the order of the Company equal to the applicable aggregate Exercise PriceSubscription Agent, or (ii) if there is no effective registration statement covering by wire transfer of same day funds to an account maintained by the Subscription Agent for the purpose of accepting subscriptions. Wire instructions may be obtained from the Subscription Agent's Reorganization Department at (212) ▇▇▇-▇▇▇▇ (▇-535). (d) Once an Eligible Rights Holder has exercised Rights, such exercise may not be revoked or rescinded. (e) If an Eligible Rights Holder does not indicate the number of Rights being exercised in the Basic Subscription, or does not deliver full payment of the Subscription Price for the number of shares issuable upon indicated as being subscribed through the exercise of this Warrant at that timeRights in the Basic Subscription, by delivery of then such Eligible Rights Holder will be deemed to have exercised Rights to purchase the Warrant, or shares maximum number of Common Stock and/or Common Stock receivable upon exercise Shares determined by dividing the total Subscription Price paid by the Subscription Price per share, but not in excess of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such holder may purchase through the exercise number shall be adjusted to reflect any adjustment of Rights in the total number of shares of Common Stock issuable to the Basic Subscription. (f) If an Eligible Rights Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive does not indicate the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is Rights being exercised, but submits payment for more shares than may be purchased through the portion of the Warrant being exercised (at the date exercise of such calculation) A = Eligible Rights Holder's Rights in the Current Fair Market Value of one share of Basic Subscription, the Company's Common Stock (at the date of excess payment received from such calculation) B = Exercise Price (as adjusted Eligible Rights Holder will be returned to the date of such calculation)Eligible Rights Holder without interest or deduction.

Exercise. Payment (a) Except as set forth in subsection 1(b) below, this Warrant may be made either (i) exercised by the Registered Holder in cash whole or in part, by certified or official bank check payable to surrendering this Warrant, with the order purchase form appended hereto as Exhibit I duly executed by --------- such Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company equal may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering the shares issuable Purchase Price payable upon an exercise of this Warrant at that time, by delivery canceling a portion of this Warrant exercisable for such number of shares of the WarrantCompany's common stock, or $0.001 par value (the `Common Stock"), as is then issuable upon conversion of the Series C Preferred (as to which this Warrant is exercisable) determined by dividing (i) the total Purchase Price payable in respect of the number of shares of Series C Preferred being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to Section 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in so purchasable pursuant to this Section 2.2method, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for then the number of shares of Common Shares specified in such Exercise Notice (as such exercise number Stock so purchasable shall be adjusted equal to reflect any adjustment in the total number of shares of Common Stock, minus the product obtained by multiplying (x) the total number of shares of Common Stock issuable purchasable by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average last reported sale prices per share of Common Stock thereon over the thirty-day period the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day. (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Holder Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the terms amount next determined by the Board of this Warrant) and Directors to represent the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares Fair Market Value per share of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value including without limitation a determination for purposes of one share of granting Common Stock is greater than options or issuing Common Stock under an employee benefit plan of the Exercise Price (at the date of calculation as set forth belowCompany), in lieu (B) the Board of exercising this Warrant for cashDirectors shall make a determination within 15 days of a request by the Registered Holder that it do so, and (C) the Holder may elect to receive shares equal to the value (as determined below) exercise of this Warrant (or the portion thereof being exercisedpursuant to this subsection 1(b) by surrender of shall be delayed until such determination is made. References in this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company to "Warrant Shares" shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of include shares of Common Stock purchasable under this subsection (b). (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant orshall have been surrendered to the Company as provided in subsection 1(a) above. At such time, if only a portion the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant is being exercisedShares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in whole or in part the Company, at its expense, will cause to be issued in the name of, and delivered to, the portion Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes and subject to compliance with all applicable federal and state securities laws) may direct: (i) a certificate or certificates for the number of full Warrant being exercised Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (at ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such calculation) A = shares called for on the Current Fair Market Value face of one share of this Warrant minus the Company's Common Stock (at the date number of such calculationshares purchased by the Registered Holder upon such exercise as provided in subsection 1(a) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment Each such Series B Holder that notifies the Selling Shareholder in writing within twenty (20) Business Days after the receipt of such co-sale notice (a “Co-Sale Participant”) shall have a right to participate in any sale by the Selling Shareholder of the Co-Sale Shares and sell a pro rata number of its Company Securities on the same economic terms and conditions as specified in the Offer Notice. Such Co-Sale Participant’s notice to the Selling Shareholder shall indicate the number of Company Securities the Co-Sale Participant wishes to sell pursuant to such right to participate. For purposes of this paragraph (b), the pro rata number of Company Securities each Co-Sale Participant may be made either elect to sell pursuant to its right of participation shall equal (on a fully-diluted, as-if converted basis) (i) in cash or the aggregate number of Ordinary Shares covered by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceOffer Notice (determined on a fully-diluted, as-if converted basis) by (ii) if there a fraction, the numerator of which is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Ordinary Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in determined on a fully-diluted, as-if converted basis) owned by the Co-Sale Participant on the date of the Offer Notice, and the denominator of which is the total number of shares Ordinary Shares (determined on a fully-diluted, as-if converted basis) owned by the Selling Shareholder and all of Common Stock issuable the Eligible Preferred Holders. If any Eligible Preferred Holder fails to exercise its option to sell its full pro rata share of its Company Securities pursuant to its co-sale right under this Section, the Selling Shareholder shall give written notice (a “Co-Sale Reallotment Notice”) to each Eligible Preferred Holder per who has fully exercised its option to sell a pro rata portion of its Company Securities. The Co-Sale Reallotment Notice shall state the terms sum (determined on a fully-diluted, as-if converted basis) of all Company Securities that any Eligible Preferred Holder was entitled to sell in the exercise of its co-sale right under this WarrantSection where such Eligible Preferred Holder failed to exercise such right (or in the case where there has been a prior Co-Sale Reallotment Period, in respect of which any Co-Sale Participating Holder has failed to exercise its right of reallotment) and (the “Co-Sale Reallotment Shares”). (i) Each Eligible Preferred Holder shall thereupon be entitled to receive a Co-Sale Reallotment Notice (a “Re-Allotment Participant”) shall have a right to include such additional number of its Company Securities in any sale by the Selling Shareholder of the Co-Sale Shares, and sell such additional Company Securities on the same economic terms and conditions as specified in the Offer Notice, as is equal (on a fully-diluted, as-if converted basis) to the number of duly authorized, validly issued, Co-Sale Reallotment Shares (determined on a fully-paid and nondiluted, as-assessable shares if converted basis) multiplied by a fraction, the numerator of Common Stock which is which is the number of Ordinary Shares (or Other Securitiesdetermined on a fully-diluted, as-if converted basis) determined as provided herein. Notwithstanding any provisions herein to owned by the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at Re-Allotment Participant on the date of calculation as set forth below)the Offer Notice, and the denominator of which is the total number of Ordinary Shares (determined on a fully-diluted, as-if converted basis) owned by all Re- Allotment Participants. Such right shall be exercisable by any Re-Allotment Participant notifying the Company and the Selling Shareholder in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal writing within thirty (30) days after delivery to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office Re-Allotment Participant of the Company together with Co-Sale Re-Allotment Notice (the properly endorsed Exercise Notice in which event “Co-Sale Re-Allotment Period”). (ii) On expiration of any Co-Sale Reallotment Period, the Company shall issue a new Co-Sale Reallotment Notice to the Holder a number each Re-Allotment Participant that has exercised its full right of shares reallotment in such period, and such Re-Allotment Participant shall be given an additional right of Common Stock computed using the following formula: Where X = the number reallotment under clause (i) above, unless either (x) there are no remaining Co-Sale Re-Allotment Shares or (y) no Re-Allotment Participant shall have exercised its right of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of reallotment during such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)Co-Sale Reallotment Period.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using (as defined below) as of the following formula: Where X = Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date; or, if no such price is reported on such date, the average of the high and low reported sale prices per share of Common Stock on the next preceding day with a trade (but not more than five trading days) (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 called for on the face of Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder’s duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; provided however that this Warrant may in no circumstance be exercised until the completion of the Study (as defined in that certain Clinical Trial Agreement, dated as of February 17, 2010, by and between the Registered Holder, P▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and BrainStorm Cell Therapeutics Ltd., and as amended from time to time); provided further that if the Study terminates prior to this Warrant vesting and becoming exercisable and if more than two-thirds of the patients are enrolled prior to the Holder a termination, then this Warrant shall vest and become exercisable in an amount that is pro rata to the number of shares patients enrolled. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using (as defined below) as of the following formula: Where X = Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 called for on the face of Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment If Tenant desires to exercise an Extension Option, it shall send notice thereof (an AExtension Notice@) to Landlord no more than three hundred (300) nor less than two hundred seventy (270) calendar days prior to the expiration of the Term or Extension Renewal Term of the Lease then in effect. Landlord and Tenant shall endeavor in good faith to determine the Prevailing Rental Rate within thirty (30) calendar days after Landlord=s receipt of Tenant=s Extension Notice. If they cannot agree within thirty (30) calendar days, each shall appoint an appraiser who shall arrive at an estimate of the Prevailing Rental Rate within thirty (30) calendar days. If such estimates are within five percent (5%) of each other, the average of the two shall be the new Base Rent for the Extension Renewal Term. If the estimates are more than five percent (5%) apart, each appraiser shall select a third appraiser within five (5) calendar days or, if they fail to do so, Landlord shall select a third appraiser. The third appraiser shall prepare an estimate of the Prevailing Rental Rate as provided above within thirty (30) calendar days and the two closest of the three estimates shall be averaged to determine the new Base Rent for the new Extension Renewal Term. No later than one hundred fifty (150) calendar days prior to the expiration of the Lease Term then in effect, Landlord and Tenant shall execute an amendment to the Lease (an AExtension Amendment@) stating the new Base Rent and expiration date of the Lease Term. If such an Extension Amendment is not fully executed for any reason as provided above, the Term shall not be extended and all Extension Option(s) hereunder shall terminate. Notwithstanding the foregoing, Tenant shall not be entitled to extend this Lease if an Event of Default has occurred under any term or provision contained in the Lease Agreement or a condition exists which with the passage of time or the giving of notice, or both, would constitute an Event of Default pursuant to the Lease Agreement. The rights contained in this Addendum shall be personal to the originally named Tenant and may be made either exercised only by the originally named Tenant (iand not any assignee, sublessee or other Transferee of Tenant=s interest in this Lease) in cash or by certified or official bank check payable to and only if the order originally named Tenant occupies the entire Premises as of the Company equal to date it exercises the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant Extension Option in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) Addendum. If Tenant properly exercises the Extension Option and is not in default under this Lease at the Holder shall thereupon be entitled to receive end of the number initial Term of duly authorizedthe Lease, validly issuedthe Lease Term, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein it applies to the contraryentire Premises then leased by Tenant, if shall be extended for the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)Extension Renewal Term.

Exercise. Payment (a) The rights represented by this warrant may be made either exercised by the Holder, in whole or in part, by written election, in the form set forth below, by the surrender of this warrant (iproperly endorsed if required) in cash or at the principal office of the Company, by certified or official bank check payable payment to the order Company by cash, certified check or bank draft of the Company equal to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering Purchase Price for the shares issuable upon exercise of this Warrant at that time, to be purchased and by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon warrant exercise form attached hereto to the Company demonstrating that the sale of the Warrant in accordance with shares to be purchased is exempt from registration under the formula set forth below in this Section 2.2Securities Act of 1933, or as amended, and any state securities law; or (iiib) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any surrender of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant Warrants at the principal office of the Company together with the properly endorsed Exercise Notice notice of election, in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = Y (A-B) ------- A where: X = the number of shares of Common Stock to be issued to Holder (not to exceed the Holder number of shares set forth on the cover page of this Warrant, as adjusted pursuant to the provisions of Section 3); Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of for which the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) ; A = the Current Fair Market Value Price of one share of the Company's Common Stock (at as defined in below); and B = the Purchase Price. For the purpose of any computation under subsection (b) of this Section 1, the Current Market Price per share of Common Stock on any date shall be deemed to be the Closing Price for the last trading day immediately preceding such date. The Closing Price for each day shall be the last reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way, in either case on the New York Stock Exchange, or if the Common Stock is not listed or admitted to trading on the New York Stock Exchange, on the principal national securities exchange in the United States on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any such national securities exchange, the average of the highest reported bid and lowest reported asked price as furnished by the National Association of Securities Dealers, Inc. through it's automated quotation system ("NASDAQ") of a similar organization if NASDAQ is no longer reporting such information. If on any such date the Common Stock is not quoted by any such organization, the fair value of Common Stock on such date, as determined by the board of directors of the Company, whose determination shall be conclusive, shall be used and described in a notice mailed to the Holder. (c) The shares so purchased shall be deemed to be issued as of the close of business on the date of such calculation) B = Exercise Price (as adjusted on which this warrant has been exercised by payment to the date Company of the Purchase Price. Certificates for the shares of stock so purchased, bearing an appropriate restrictive legend, shall be delivered to the Holder within 15 days after the rights represented by this warrant shall have been so exercised, and, unless this warrant has expired, a new warrant representing the number of shares, if any, with respect to which this warrant has not been exercised shall also be delivered to the Holder hereof within such calculation)time. No fractional shares shall be issued upon the exercise of this warrant.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, at any time following the Vesting Date by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder’s duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company, or at such other office or agency as the Company together may designate, accompanied by payment in full in cash, by certified or bank check, or by wire transfer of immediately available funds, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. At any time after March 7, 2007 that the Registration Statement (as defined in the Purchase Agreement) covering the resale of the Warrant Shares is not effective or is suspended, or that the related prospectus is outdated, defective or requires a supplement or amendment for any reason, the Registered Holder may, at its option during such time, undertake a “cashless exercise” by electing to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the fair market value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(e) below, over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the properly endorsed Exercise Notice maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the fair market value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(e) below. Notwithstanding anything herein to the contrary, on the termination date of this Warrant, if the conditions set forth above for a cashless exercise then exist, this Warrant shall be automatically exercised via cashless exercise pursuant to this subsection 2(a). (b) If on any date after the effectiveness of the Registration Statement, the closing price of the Common Stock, as quoted on the Nasdaq National Market, the Nasdaq Capital Market or the principal exchange on which the Common Stock is listed, or if not so listed then in which the over-the-counter market as published in The Wall Street Journal, for 20 consecutive trading days equals at least $1.16 (subject to adjustment in the event of any subdivision, combination or reclassification affecting the Common Stock), the Company shall issue have the right, at its option and upon 30 days written notice to the Registered Holder, to terminate this Warrant; provided that (i) the Vesting Date shall have occurred, (ii) the Registered Holder shall have the right to exercise this Warrant at any time prior to such termination pursuant to Section 2(a), and (iii) the Registration Statement shall be effective at all times during such 30-day notice period. Upon such termination, the Registered Holder shall have no further rights hereunder. The Registered Holder shall have the right to exercise the Warrant until the termination of the 30-day notice period, provided that such 30-day notice period terminates prior to March 7, 2011. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 2(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 2(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) In the event of any exercise of the rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the Registered Holder within a number of reasonable time and, unless this Warrant has been fully exercised or has expired, a new Warrant representing the shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock with respect to which this Warrant shall not have been exercised shall also be issued to the Holder Y = the number within such reasonable time. (e) For purposes of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercisedthis Warrant, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one per share fair market value of the Company's ’s Common Stock shall mean: (at i) If the date Company’s Common Stock is publicly traded, the per share fair market value shall be the average of such calculation) B = Exercise Price (the closing prices of the Common Stock as adjusted quoted on the Nasdaq National Market, the Nasdaq Capital Market or the principal exchange on which the Common Stock is listed, or if not so listed then the fair market value shall be the average of the closing bid prices of the Common Stock in the over-the-counter market as published in The Wall Street Journal, in each case for the fifteen trading days ending five trading days prior to the date of determination of fair market value; (ii) If the Company’s Common Stock is not so publicly traded, the per share fair market value shall be such calculation)fair market value as is determined in good faith by the Board of Directors of the Company after taking into consideration factors it deems appropriate, including, without limitation, recent sale and offer prices of the capital stock of the Company in private transactions negotiated at arm's length.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using as of the following formula: Where X = effective date of exercise, as determined pursuant to subsection 3(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion as of the Warrant is being exercisedExercise Date. (c) For purposes of this Warrant, the portion of the Warrant being exercised (at the date of such calculation) A = the Current "Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)Value" shall mean, on any day:

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder’s duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; provided however that this Warrant may in no circumstance be exercised until the completion of the Study (as defined in that certain Clinical Trial Agreement, dated as of February 17, 2010, by and between the Registered Holder, ▇▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and BrainStorm Cell Therapeutics Ltd., and as amended from time to time); provided further that if the Study terminates prior to this Warrant vesting and becoming exercisable and if more than two-thirds of the patients are enrolled prior to the Holder a termination, then this Warrant shall vest and become exercisable in an amount that is pro rata to the number of shares patients enrolled. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using (as defined below) as of the following formula: Where X = Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 called for on the face of Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

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

Exercise. Payment This Warrant may be made either exercised by the Holder hereof by surrendering it to the Company, with an exercise notice, in the form attached hereto (the “Exercise Notice”), appropriately completed and duly executed, and by paying in full the Warrant Price for each full Warrant Share as to which this Warrant is exercised as follows (at the election of the Holder): (i) with respect to the exercise of this Warrant on a “cash basis”, by wire transfer of immediately available funds, in cash good certified check or by certified or official good bank check draft payable to the order of the Company; provided, that the Holder provides the information on the Exercise Notice that is reasonably necessary for the Company equal to issue the applicable aggregate Exercise Price, Warrant Shares in compliance with U.S. federal securities law; (ii) if there is no effective registration statement covering with respect to the shares issuable upon exercise of this Warrant at that time, on a “cashless basis” by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of surrendering this Warrant at for that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value quotient obtained by dividing (as determined belowx) the product of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued underlying this Warrant or any portion thereof being exercised (at the election of the Holder), multiplied by the difference between the Fair Market Value and the Warrant Price by (y) the Fair Market Value. “Fair Market Value” means (A) if at the time of exercise the Common Stock is listed or quoted for trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, OTCQX, OTCQB or any other national securities or over-the-counter exchange (each, an “Exchange”), then the average last sale price of a share of Common Stock for the ten trading days ending on the third trading day prior to the Holder Y = date on which notice of exercise of this Warrant is sent to the number Company (the “Exercise Date”); or (B) if at the time of exercise the Common Stock is not listed or quoted for trading on an Exchange, then the fair market value, of a share of Common Stock as shall be determined by the Board of Directors of the Company (the “Board”) in its good faith judgment; provided, however, that notwithstanding the foregoing, the issuance of shares of Common Stock purchasable or other securities upon the exercise of this Warrant shall be made without charge to the Holder for any issue in respect thereof; provided further, however if at any time the Common Stock is not a “covered security” under the Warrant or, if only a portion Section 18(b) of the Warrant is being exercisedSecurities Act, the portion Company may, at its option, require the exercise of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)be made on a “cashless basis.”

Exercise. Payment Rights may be made either (i) in cash or by certified or official bank check payable exercised at any time prior to the order Expiration Date upon the terms and conditions set forth in the Prospectus and in this Agreement. a. An Eligible Rights Holder may exercise its Basic Subscription Right and, if desired, its Over-Subscription Right by completing and executing the exercise portion of the Company equal Rights Certificate and delivering it to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery ▇▇▇▇▇ Fargo along with payment of the WarrantSubscription Price for the aggregate number of Common Shares subscribed for prior to 5:00 p.m. CDT on the Expiration Date. An Eligible Rights Holder must exercise such holder's Basic Subscription Right in full in order to be eligible to exercise its Over-Subscription Right. If an Eligible Rights Holder exercises its Basic Subscription Right in full, or the holder may exercise its Over-Subscription Right for as many shares of Common Stock and/or as such Eligible Rights Holder indicates on its Rights Certificate and for which the holder submits payment of the Subscription Price, subject to the availability of such shares and allocation set forth in Section 5(b). Any fractional share to which persons exercising their Basic Subscription Right would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole share. b. The Company will issue a maximum of 15,625,000 shares of Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total Rights Offering. The number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon available for Over-Subscription Rights will be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = 15,625,000 minus the number of shares of Common Stock purchased upon exercise of the Basic Subscription Rights. As soon as practicable after the Expiration Date, ▇▇▇▇▇ Fargo shall calculate the total number of shares that are available for the Over-Subscription Right. Upon calculating the number of shares to be issued which each subscriber is entitled pursuant to the Holder Y = Over-Subscription Right and the amount overpaid, if any, by each subscriber, ▇▇▇▇▇ Fargo shall, as soon as practicable, furnish a list of all such information to the Company. (i) In the event that a sufficient number of shares of Common Stock are available, ▇▇▇▇▇ Fargo shall honor exercises of the Over-Subscription Rights in full. (ii) If there are not enough shares to satisfy all subscriptions pursuant to the exercise of the Over-Subscription Rights, ▇▇▇▇▇ Fargo shall allocate the available shares among the Eligible Rights Holders that over-subscribed in proportion to the number of shares of Common Stock purchasable under subscribed for by exercising the Warrant orBasic Subscription Right. However, if an Eligible Rights Holder's pro rata allocation exceeds the number of shares of Common Stock the Eligible Rights Holder requested, the Eligible Rights Holder will receive only a portion the number of shares of Common Stock the Eligible Rights Holder requested, and the remaining shares from the Eligible Rights Holder's pro rata allocation will be divided among other Eligible Rights holders exercising their Over-Subscription Rights that have subscribed for additional shares of Common Stock in proportion to the number of shares subscribed for by that group of over-subscribing Eligible Rights Holders through the Over-Subscription Right. (iii) Any fractional share to which persons exercising their Over-Subscription Right would otherwise be entitled pursuant to such allocation shall be rounded down to the next whole share. c. If an Eligible Rights Holder does not specify the number of Rights being exercised on the Rights Certificate, or if payment is not sufficient to pay the total purchase price for all of the Warrant is being exercisedshares of Common Stock that the Eligible Rights Holder indicated that the holder wished to purchase, such holder will be deemed to have exercised the portion maximum number of Rights that could be exercised for the amount of the Warrant being exercised payment received by ▇▇▇▇▇ Fargo. If payment exceeds the total purchase price for all of the Rights shown on the Rights Certificate, payment will be applied, until depleted, to subscribe for shares of Common Stock in the following order: (at i) to subscribe for the number of shares of Common Stock, if any, that the Eligible Rights Holder indicated on the Rights Certificate that such holder wished to purchase through the Basic Subscription Right; (ii) to subscribe for shares of Common Stock until the Basic Subscription Right has been fully exercised; and (iii) to subscribe for additional shares of Common Stock pursuant to the Over-Subscription Right, but subject to any applicable pro-ration. Any excess payment remaining after the foregoing allocation will be returned to the eligible Rights Holder as soon as practicable by mail, without deduction or interest. ▇. ▇▇▇▇▇ Fargo shall accept any subscription if, prior to the Expiration Time, ▇▇▇▇▇ Fargo has received (i) payment of the full Basic Subscription Price for the shares of Common Stock subscribed for and (ii) a properly completed and executed Notice of Guaranteed Delivery by facsimile (telecopy) or otherwise from a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States, guaranteeing delivery of a properly completed and executed Rights Certificate; provided, however, that ▇▇▇▇▇ Fargo shall not honor a Notice of Guaranteed Delivery unless a properly completed and executed Rights Certificate is received by ▇▇▇▇▇ Fargo by 5:00 p.m. CDT on the third Nasdaq National Market trading day following the date of such calculation) A = the Current Fair Market Value of one share receipt by ▇▇▇▇▇ Fargo of the Notice of Guaranteed Delivery. e. The Subscription Price shall be paid in United States dollars, by (i) check or draft drawn on a United States bank, or a postal, telegraphic or express money order payable to ▇▇▇▇▇ Fargo or (ii) by wire transfer of same day funds to an account maintained by ▇▇▇▇▇ Fargo for the purpose of accepting subscriptions, in accordance with the following wire instructions: ▇▇▇▇▇ Fargo Bank, MN, N.A. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, MN 55075 Attn: Corporate Actions, Rigel Pharmaceuticals, Inc. Rights Offering ABA No. ▇▇▇▇▇▇▇▇▇ Account No. ▇▇▇▇▇▇▇ Account Name: "Rigel Pharmaceuticals, Inc. Subscription" f. Payment will be deemed to have been received by ▇▇▇▇▇ Fargo only upon: (i) clearance of any uncertified check; (ii) receipt by ▇▇▇▇▇ Fargo of any certified check or bank draft drawn upon a U.S. bank or of any postal, telegraphic or express money order; (iii) receipt by ▇▇▇▇▇ Fargo of collected funds transferred by wire transfer in ▇▇▇▇▇ Fargo's account designated above; or (iv) receipt of funds by ▇▇▇▇▇ Fargo through an alternative payment method approved by the Company's Common Stock (at the date of . g. Once an Eligible Rights Holder has exercised Rights, such calculation) B = Exercise Price (as adjusted to the date of such calculation)exercise may not be revoked or rescinded.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue may designate, accompanied by payment in full, in lawful money of the United States (except to the Holder a extent contemplated by Section 1(b) below), of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using (as defined below) as of the following formula: Where X = Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon for the trading day immediately preceding the Exercise Date, provided that if no such price is reported on such days, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 called for on the face of Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment (a) Each Subscription Certificate shall be transferable and shall, its having been exercised by the holder thereof in the manner set forth in the Prospectus, become irrevocable after receipt of payment for shares by the Agent. The Agent shall, in its capacity as Transfer Agent for the Fund maintain a register of Subscription Certificates and the Record Date Shareholders. Each Subscription Certificate shall, subject to the provisions thereof, entitle the holder thereof to the right (the "Primary Subscription Right") to purchase during the Primary Subscription, as defined in the Prospectus, at the Subscription Price, as defined in the Prospectus, one share of Common Stock for each Right held. In addition, each Subscription Certificate shall, subject to the provisions thereof, entitle Record Date Shareholders and persons who become holders of Rights who are not Record Date Shareholders ("Rights Holders") who exercise their Rights in the Primary Subscription ("Exercising Rights Holders") the right (the "Over-Subscription Right") to purchase from the Fund additional shares subject to the availability of such shares and to allotment of such shares as may be made either available among Exercising Rights Holders who exercise Over-Subscription Rights on the basis specified in the Prospectus; provided, however, that an Exercising Rights Holder who has not exercised his Primary Subscription Rights with respect to the full number of Rights issued to him shall not be entitled to any Over-Subscription Rights. (b) Record Date Shareholders and Rights Holders may acquire shares of Common Stock in the Primary Subscription and pursuant to the Over-Subscription Privilege by delivery to the Agent as specified in the Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Record Date Shareholder or Rights Holder in cash accordance with and as provided by the terms and conditions of the Subscription Certificate, together with (ii) payment in full for the shares to be purchased at the estimated purchase price as disclosed in the Prospectus, in U.S. dollars by money order or by certified check drawn on a bank or official bank check branch located in the United States, in each case payable to the order of the Company equal Fund. (c) Rights may be exercised at any time after the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. Eastern time on such date as the Fund shall designate to the applicable aggregate Exercise PriceAgent in writing (the "Expiration Date"). For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at the Shareholder Services Division of the Agent specified in the Prospectus. All questions as to the validity, form, eligibility and acceptance of Subscription Certificates will be determined by the Fund. (d) Notwithstanding the provisions of Section 3(b) and 3(c) regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. Eastern time on the Expiration Date, if prior to such time the Agent receives a Notice of Guaranteed Delivery by facsimile (telecopy) or otherwise from a financial institution that is a member of the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange Medallion Signature Program guaranteeing delivery of (i) payment of the full Estimated Subscription Price for the shares of Common Stock subscribed for in the Primary Subscription and any additional shares of Common Stock subscribed for pursuant to the Over-Subscription Privilege, (ii) payment in full of any additional amount required to be paid if there the actual Subscription Price is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery in excess of the WarrantEstimated Subscription Price, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or and (iii) if there is no effective registration statement covering the shares issuable upon a properly completed and executed Subscription Certificate, then such exercise of this Warrant at that timePrimary Subscription Rights and Over-Subscription Rights shall be regarded as timely, by a combination of any subject, however, to receipt of the foregoing methods, duly executed Subscription Certificate and full payment for the number of Common Shares specified in such Exercise Notice Stock based on the Estimated Subscription Price by the Agent within three Business Days (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined defined below) of this Warrant (or after the portion thereof being exercised) by surrender of this Warrant at Expiration Date. For the principal office purposes of the Company together with Prospectus and this Agreement, "Business Day" shall mean any day on which trading is conducted on the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common New York Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)Exchange.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered --------- Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using (as defined below) as of the following formula: Where X = Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 called for on the face of Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the exercise form appended hereto as EXHIBIT I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock computed using shall be deemed to be the following formula: Where X = average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: 3 (i) a certificate or certificates for the number of shares full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of Common Stock any fractional share to which the Registered Holder would otherwise be issued 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 Holder Y = 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 Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share canceled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment may be made either Upon exercise of this Warrant, the Holder shall pay to the Company an amount equal to the product of (ix) in cash the Exercise Price multiplied by (y) the total number of Warrant Shares purchased pursuant to this Warrant, by wire transfer or by certified or official bank cashier's check payable to the order of the Company. The Holder shall be deemed to have become the holder of record of, and shall be treated for all purposes as the record holder of, the Warrant Shares represented thereby (and such Warrant Shares shall be deemed to have been issued) immediately prior to the close of business on the date upon which this Warrant is exercised. Notwithstanding the foregoing, the Holder shall have the right (the "RIGHT OF CASHLESS EXERCISE"), at its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the Notice of Cashless Exercise to retain, in payment of the Exercise Price, that number of Warrant Shares that have an aggregate Fair Market Value (as defined below) equal to the applicable aggregate Exercise PricePrice (the "PAYMENT SHARES") from the number of Warrant Shares as to which this Warrant is then being exercised. In the event the Holder elects to exercise its Right of Cashless Exercise, the Holder shall surrender this Warrant pursuant to the terms and conditions herein, together with the Notice of Exercise attached hereto, duly executed, and the Payment Shares shall be deducted from the Warrant Shares to be delivered to the Holder. "FAIR MARKET VALUE" means, as of any date, (i) if Warrant Shares are listed on a national securities exchange, the average of the closing sale price per share therefor on the securities exchange on which the greatest average volume of such shares are traded over the last ten (10) trading days before such date, (ii) if there is no effective registration statement covering such shares are listed on The Nasdaq National Market but not on any national securities exchange, the shares issuable upon exercise of this Warrant at that time, by delivery average of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise average of the Warrant in accordance with closing bid and asked prices per share therefor over The Nasdaq National Market, for the formula set forth below in this Section 2.2last ten (10) trading days before such date, or (iii) if there is no effective registration statement covering such shares are not listed on either a national securities exchange or The Nasdaq National Market, the shares issuable upon exercise of this Warrant at that time, by a combination of any average of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment closing bid and asked prices per share therefor in the total number of shares of Common Stock issuable to over the Holder per counter market over the terms of this Warrantlast twenty (20) trading days before such date or, (iv) if no such sales or bid and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashasked prices are available, the Holder may elect to receive shares equal to the fair market value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number per share of shares of outstanding Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date as of such calculation) A = date, as determined in good faith by the Current Fair Market Value Board of one share Directors of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation).

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a number United States, of shares the Purchase Price payable in respect of Common Stock computed using the following formula: Where X = the number of shares Warrant Shares purchased upon such exercise. (b) Notwithstanding the provisions of Common subsection 1(a) above, the Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise pursuant to this subsection 1(b) by (ii) the excess of the Fair Market Value (as defined below) per Warrant Share as of the effective date of exercise, as determined pursuant to subsection 1(e) below (the "Exercise Date"), over the Purchase Price per share. For example, if (A) this Warrant were exercisable for 100,000 Warrant Shares at an exercise price of $5.00 per share, (B) the Registered Holder wished to purchase 10,000 Warrant Shares upon exercise of this Warrant and (C) the Fair Market Value per Warrant Share as of the effective date of exercise was $15.00, then the Registered Holder could purchase 10,000 Warrant Shares upon exercise of this Warrant by electing to cancel a portion of this Warrant exercisable for 5,000 Warrant Shares ((10,000 x $5.00) / ($15.00 - $5.00)), and this Warrant would thereafter be exercisable for 85,000 Warrant Shares. (c) For purposes of this Warrant, the Fair Market Value per Warrant Share shall be determined as follows: (i) If the Warrant Shares are listed on a national securities exchange, The Nasdaq Stock Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per Warrant Share shall be deemed to be the average closing price per Warrant Share thereon for the 10 trading days immediately preceding (and not including) the Exercise Date; (ii) If the Warrant Shares are not listed on a national securities exchange, The Nasdaq Stock Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per Warrant Share shall be reasonably determined in good faith by the Board of Directors of the Company. (d) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. (e) 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 to in the name of, and delivered to, the Registered Holder, or as such Registered Holder Y = (upon payment by such Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which 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 Common Stock purchasable under this Warrant minus the sum of (A) the number of such shares purchased by the Registered Holder upon such exercise as provided in subsection 1(a) above and (B) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment This Warrant may be made either exercised by the Holder hereof by surrendering it to the Company, with an exercise notice, in the form attached hereto (the "Exercise Notice"), appropriately completed and duly executed, and by paying in full the Warrant Price for each full Warrant Share as to which this Warrant is exercised as follows (at the election of the Holder): (i) with respect to the exercise of this Warrant on a "cash basis", by wire transfer of immediately available funds, in cash good certified check or by certified or official good bank check draft payable to the order of the Company; provided, that the Holder provides the information on the Exercise Notice that is reasonably necessary for the Company equal to issue the applicable aggregate Exercise Price, Warrant Shares in compliance with U.S. federal securities law; (ii) if there is no effective registration statement covering with respect to the shares issuable upon exercise of this Warrant at that time, on a "cashless basis" by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of surrendering this Warrant at for that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value quotient obtained by dividing (as determined belowx) the product of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued underlying this Warrant or any portion thereof being exercised (at the election of the Holder), multiplied by the difference between the Fair Market Value and the Warrant Price by (y) the Fair Market Value. "Fair Market Value" means (A) if at the time of exercise the Common Stock is listed or quoted for trading on the New York Stock Exchange, the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, OTC Bulletin Board or any other national securities or over-the-counter exchange (each, an "Exchange"), then the average last sale price of a share of Common Stock for the ten trading days ending on the third trading day prior to the Holder Y = date on which notice of exercise of this Warrant is sent to the number Company (the "Exercise Date"); or (B) if at the time of exercise the Common Stock is not listed or quoted for trading on an Exchange, then the fair market value, of a share of Common Stock as shall be determined by the Board of Directors of the Company (the "Board") in its good faith judgment; provided, however, that notwithstanding the foregoing, the issuance of shares of Common Stock purchasable or other securities upon the exercise of this Warrant shall be made without charge to the Holder for any issue in respect thereof; provided further, however if at any time the Common Stock is not a "covered security" under the Warrant or, if only a portion Section 18(b) of the Warrant is being exercisedSecurities Act, the portion Company may, at its option, require the exercise of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)be made on a "cashless basis."

Exercise. Payment This Warrant may be exercised, in whole at any time or in part from time to time, commencing on ___________ and prior to 5:00 P.M., Eastern Standard Time on _______________, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 10(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made either (i) in cash or by certified or official bank check payable to the order of the Company. If this Warrant Exhibit 4.2 - Pg. 2 is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company equal will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering provisions of the shares Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable upon in respect to the exercise of this Warrant at that time, by delivery of the Warrant, or shares the Company at its option (a) may pay in cash an amount equal to the product of Common Stock and/or Common Stock receivable upon exercise (i) the daily mean average of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise Closing Price of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than on the Exercise Price ten consecutive trading days before the Conversion Date and (at the date ii) such fraction of calculation as set forth below), in lieu a share or (b) may issue an additional share of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office Common Stock. Upon exercise of the Company together with the properly endorsed Exercise Notice in which event Warrant, the Company shall issue and deliver to the Holder a number of shares of certificates for the Common Stock computed using issuable upon such exercise within ten business days after such exercise and the following formula: Where X = person exercising shall be deemed to be the number holder of shares record of the Common Stock to issuable upon such exercise. No warrant granted herein shall be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant orexercisable after 5:00 p.m. Eastern Standard Time on _______ __, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)____.

Exercise. Payment may be made either (i) in cash or by certified or official bank check payable to For a period of ten (10) Business Days after the order giving of the Company New Issuance Notice pursuant to Section 7(a), each of the Preemptive Rightholders shall have the right, but not the obligation, to purchase its Proportionate Percentage of the New Securities, at a purchase price equal to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering Proposed Price and upon the shares issuable upon exercise of this Warrant at same terms and conditions set forth in the New Issuance Notice. Each such Preemptive Rightholder shall have the right to purchase up to that time, by delivery percentage of the Warrant, or New Securities determined by dividing (A) the total number of outstanding shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in Corporation then owned by such Preemptive Rightholder exercising its rights under this Section 2.2, or 7(b) by (iiiB) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of outstanding shares of Common Stock issuable to of the Holder per Corporation owned by all of the terms Preemptive Rightholders (the “Proportionate Percentage”); provided that, for purposes of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorizedcalculating each Proportionate Percentage, validly issued, fully-paid and non-assessable any shares of Common Stock of the Corporation issued or issuable to a Preemptive Rightholder pursuant to an Equity Incentive Plan shall be excluded from such calculation. (ii) The right of each Preemptive Rightholder to purchase the New Securities under Section 7(a) shall be exercisable by delivering written notice of the exercise thereof, prior to the expiration of the ten (10) Business Day period referred to in Section 7(b)(i) to the Corporation or its applicable Subsidiary, which notice shall state the amount of New Securities that such Preemptive Rightholder elects to purchase pursuant to Section 7(b)(i). The failure of a Preemptive Rightholder to respond within such ten (10) Business Day period shall be deemed to be a waiver of such Preemptive Rightholder’s rights under Section 7(b)(i); provided, that each Preemptive Rightholder may waive its rights under Section 7(b)(i) prior to the expiration of such ten (10) Business Day period by giving written notice to the Corporation or the applicable Subsidiary. (iii) If any Preemptive Rightholder does not fully subscribe for the number or amount of New Securities that it or he is entitled to purchase pursuant to Section 7(b)(i), then the Corporation shall (or Other shall cause its applicable Subsidiary to) offer to each Preemptive Rightholder which elected to purchase the maximum number of New Securities that it is entitled to purchase in accordance with Section 7(b)(ii) (each, an “Eligible Excess Preemptive Rightholder”), by written notice to each such Preemptive Rightholder (an “Excess New Securities Notice”), the right to purchase up to that percentage of the remaining New Securities not so subscribed for (for the purposes of this Section 7(b)(iii), the “Excess New Securities”) determined as provided herein. Notwithstanding any provisions herein to by dividing (x) the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a total number of outstanding shares of Common Stock computed using of the following formula: Where X = Corporation then owned by such Eligible Excess Preemptive Rightholder by (y) the total number of outstanding shares of Common Stock of the Corporation then owned by all Eligible Excess Preemptive Rightholders who elected to be issued to purchase Excess New Securities (excluding, in the Holder Y = the number case of both clauses (x) and (y), shares of Common Stock purchasable of the Corporation issued or issuable to a Preemptive Rightholder pursuant to an Equity Incentive Plan). The right of each such Preemptive Rightholder to purchase the Excess New Securities under the Warrant or, if only a portion immediately preceding sentence shall be exercisable by delivering written notice of the Warrant is being exercisedexercise thereof, the portion of the Warrant being exercised within five (at 5) Business Days following the date of the Excess New Securities Notice, to the Corporation or its applicable Subsidiary, which notice shall state the amount of Excess New Securities that such calculationPreemptive Rightholder elects to purchase pursuant to this Section 7(b)(iii). The failure of a Preemptive Rightholder to respond within such five (5) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date Business Day period shall be deemed to be a waiver of such calculationPreemptive Rightholder’s rights under this Section 7(b)(iii); provided, that each Preemptive Rightholder may waive its rights under this Section 7(b)(iii) B = Exercise Price (as adjusted prior to the date expiration of such calculation)five (5) Business Day period by giving written notice to the Corporation or the applicable Subsidiary.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered --------- Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using as of the following formula: Where X = effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment (a) Exercising Rights Holders may be made either acquire Depositary Units and Preferred Units pursuant to Basic Subscription Rights and the Over-Subscription Privilege by delivery to the Agent as specified in the Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Unitholder in cash accordance with and as provided by the terms and conditions of the Subscription Certificate, together with (ii) the purchase price of $ __________ for each four Depositary Units and one Preferred Unit subscribed for by exercise of Basic Subscription Rights and the Over-Subscription Privilege, in U.S. dollars by money order or by certified or official check drawn on a bank check in the United States, in each case payable to the order of the Company equal Agent for the account of the Partnership. (b) Rights may be exercised at any time after the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. New York time on the Expiration Date. For the purpose of determining the time of the exercise of any Rights, (c) Notwithstanding the provisions of Section 4(a) and 4(b) regarding delivery of an executed Subscription Certificate to the applicable aggregate Exercise PriceAgent prior to 5:00 p.m. New York time on the Expiration Date, if prior to such time the Agent receives a Notice of Guaranteed Delivery from a bank, a trust company or a New York Stock Exchange member guaranteeing delivery of (i) payment of the full Subscription Price for the Depositary Units and Preferred Units subscribed for pursuant to the exercise of Basic Subscription Rights and any additional Preferred Units and Depositary Units subscribed for pursuant to the Over-Subscription Privilege and (ii) if there is no effective registration statement covering the shares issuable upon a properly completed and executed Subscription Certificate, then such exercise of this Warrant at that timeBasic Subscription Rights and the Over-Subscription Privilege shall be regarded as timely, by delivery subject, however, to receipt of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise duly executed Subscription Certificate and full payment for the Depositary Units and Preferred Units by the Agent within five business days after the Expiration Date (the "Protect Period"). (d) Within seven business days following the end of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashProtect Period, the Agent shall send to each Exercising Rights Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of Depositary Units on the Warrant is being exercisedRecord Date are held by Cede & Co. or any other depository or nominee, to Cede & Co. or such other depository or nominee) the certificates representing the Depositary Units and Preferred Units acquired pursuant to the Basic Subscription Rights, and, if applicable, the portion Over-Subscription Privilege. Any excess payment to be refunded by the Partnership to an Exercising Rights Holder who is not allocated the full amount of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted Depositary Units and Preferred Units subscribed for pursuant to the date of such calculation)Over-Subscription Privilege, shall be mailed by the Agent to him or her within seven business days following the Protect Period.

Exercise. Payment (a) Record Date Stockholders may be made either (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or acquire shares of Common Stock and/or Common Stock receivable upon exercise of by delivery to the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares Agent as specified in such Exercise Notice the Prospectus of: (as such exercise number shall be adjusted to reflect any adjustment i) a properly completed and duly executed Subscription Certificate and a money order or check or bank draft drawn on a bank or branch located in the total number of shares of Common Stock issuable United States and payable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized“DST Systems, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant Inc.” for cash, the Holder may elect to receive shares an amount equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued subscribed for pursuant to the Holder Y = Primary Subscription and the Over-Subscription Privilege multiplied by the Estimated Subscription Price, or (ii) a Notice of Guaranteed Delivery guaranteeing delivery of (x) a properly completed and duly executed Subscription Certificate, and (y) a money order or check or bank draft drawn on a bank or branch located in the United States and payable to “DST Systems, Inc.” for an amount equal to the number of shares of Common Stock purchasable under subscribed for pursuant to the Warrant Primary Subscription and the Over-Subscription Privilege multiplied by the Estimated Subscription Price (which certificate and full payment must then be delivered by the close of business on the third Business Day after the Expiration Date or, if only a portion the Offering is extended, by the close of business two Business Days after the extended Expiration Date). Payment must be made in U.S. dollars. For the purposes of the Warrant Prospectus and this Agreement, “Business Day” means any day on which trading is being exercisedconducted on the NASDAQ Capital Market. (b) Because Record Date Stockholders are only required to pay the Estimated Subscription Price per share to exercise their Rights pursuant to the Offering and the Subscription Price may be higher or lower than the Estimated Subscription Price, and because Record Date Stockholders may not receive all the portion shares for which they subscribe pursuant to the Over-Subscription Privilege, Record Date Stockholders may receive a refund or be required to pay an additional amount equal to the difference between the Estimated Subscription Price and the Subscription Price, multiplied by the total number of shares for which they have subscribed and been issued, including pursuant to the Warrant being Over-Subscription Privilege. (c) Rights may be exercised (at any time after the date of such calculation) A = the Current Fair Market Value of one share issuance of the Company's Subscription Certificates with respect thereto but no later than 5:00 p.m., New York time, on such date as the Company shall designate to the Agent in writing (the “Expiration Date”). For the purpose of determining the time of the exercise of any Rights, delivery of any materials to the Agent shall be deemed to occur when such materials are received at the Full Service Department of the Agent specified in the Prospectus. (d) Within ten Business Days following the Expiration Date (the “Confirmation Date”), the Agent shall send to each exercising Record Date Stockholder (or, if rights are held by Cede & Co. or any other depository or nominee, to Cede & Co. or such other depository or nominee) a confirmation showing: (i) the number of shares purchased pursuant to the Primary Subscription, (ii) the number of shares, if any, acquired pursuant to the Over-Subscription Privilege, (iii) the per share and total purchase price for such shares, and (iv) any excess to be refunded by the Company to such Record Date Stockholder, along with a letter explaining the allocation of shares of Common Stock (at the date of such calculation) B = Exercise Price (as adjusted pursuant to the date Over-Subscription Privilege. (e) Any additional payment required from an exercising Record Date Stockholder must be received by the Agent within ten Business Days after the Confirmation Date in order to receive all the shares of such calculation)Common Stock subscribed for pursuant to the exercise of the Rights. Any excess payment to be refunded by the Company to an exercising Record Date Stockholder will be mailed by the Agent as promptly as practicable after the Confirmation Date and, in no event, later than ten Business Days after the Confirmation Date. No interest will be paid on any amounts refunded. If a Record Date Stockholder does not make timely payment of any additional amounts due in accordance with this Section 4, the Agent will consult with the Company in accordance with Section 5 as to the appropriate action to be taken. The Agent will not issue or deliver shares of Common Stock or Statements of Holding for shares of Common Stock subscribed for until payment in full therefor has been received by the Agent, including clearance of checks and payment pursuant to Notices of Guaranteed Delivery.

Exercise. Payment Tenant may, with respect to each of its Expansion Options, exercise such option with respect to any or all of the applicable Expansion Space, provided that if Tenant shall elect to lease any Expansion Space on a particular Floor, Tenant shall lease either one-half (1/2) or the entire Rentable Area on that Floor or that portion of such Floor which will, when combined with any space already part of the Premises, constitute either one-half (1/2) or the entire Rentable Area on that Floor. Tenant shall exercise an Expansion Option, if at all, as follows: At least eighteen (18), but not more than twenty (20), months prior to the scheduled delivery date of the Expansion Space in question, Landlord shall deliver to Tenant notice of (a) the date upon which Tenant’s right to exercise the subject Expansion Option shall expire, and (b) Landlord’s best estimate of what the Market Base Rental Rate will be at the Rent Determination Date. On or before the later of (y) sixty (60) days after Landlord gives the notice in accordance with the preceding sentence, or (z) twelve (12) months prior to the scheduled delivery date of such Expansion Space, as the case may be made either be, Tenant may give Landlord notice (i) in cash or by certified or official bank check payable that Tenant elects to exercise the order of the Company equal to the applicable aggregate Exercise Pricesubject Expansion Option, (ii) if there is no effective registration statement covering subject to the shares issuable upon exercise other limitations of this Warrant at that timeSection 8.2, by delivery the portion or portions of the WarrantExpansion Space as to which Tenant is exercising its Expansion Option, and (iii) whether Tenant agrees with Landlord’s estimate of the Market Base Rental Rate. Failure to give such notice shall constitute a waiver of the subject Expansion Option and failure to expressly agree with Landlord’s estimate shall constitute rejection thereof. If Tenant shall give notice of disagreement with Landlord’s estimate of Market Base Rental Rate in its extension notice or shares of Common Stock and/or Common Stock receivable upon shall be deemed to have rejected the same, as above provided, such rates shall be determined by Arbitration. Tenant shall have the right to rescind its exercise of the Warrant in accordance with previously exercised subject Expansion Option by giving notice thereof to Landlord within thirty (30) days after the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any determination of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)Base Rental Rate therefor.

Exercise. Payment The Warrant evidenced hereby shall become exercisable as to (CommonShares) shares of the Common Stock on (DATE) and shall terminate at 5:00 p.m., California time, on (DATE) (the "Expiration Date"), provided, however, that in no event may any fractional share of the Common Stock be issued. In the event that a fractional share would otherwise be issued as a result of any adjustment made pursuant to Section 3 hereof or otherwise, payment of such fractional share shall be made either (i) in cash or by certified or official bank check payable to on the order basis of the Company equal to Market Price on the applicable aggregate Exercise date of exercise. For the purpose of this Section 1, the term "Market Price, " shall mean (iia) if there the Common Stock is traded on a national securities exchange or on The Nasdaq Stock Market, Inc., the closing sales price (or, if no effective registration statement covering sales on that day, the shares issuable upon exercise of this Warrant at that timehigh bid price) or (b) if the Common Stock is not traded as provided in subsection (a), by delivery the closing bid price as reported in the OTC Bulletin Board of the WarrantNational Association of Securities Dealers, Inc. or shares of Common Stock and/or Common Stock receivable upon in the pink sheets as reported by an organization performing the services previously furnished by the National Quotation Bureau, Inc. Upon any exercise of the Warrant in accordance with evidenced hereby, the formula form of election to purchase set forth below as Exhibit A hereto shall be properly completed, executed, and delivered to the Company, together with a certified check or bank draft in this Section 2.2, or (iii) if full payment to the Company of the Purchase Price for the shares as to which the Warrant is exercised. In the event that there is no effective registration statement covering the shares issuable upon only a partial exercise of the Warrant evidenced hereby, there shall be issued to the Warrant Holder a new Warrant Certificate, in all respects similar to this Warrant at that timeCertificate, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = evidencing the number of shares of the Common Stock still available for exercise. Upon receipt of full payment and properly completed documentation, the Company shall then cause the Transfer Agent for the Common Stock to be issued to the Holder Y = the number of issue fully paid and nonassessable shares of the Common Stock purchasable under as are represented by the exercise. If this Warrant orshall be surrendered upon exercise within any period during which the transfer books for the Common Stock are closed for any purpose, if only a portion the Company shall not be required to make delivery of certificates for shares of the Warrant is being exercised, the portion of the Warrant being exercised (at Common Stock until the date of such calculation) A = the Current Fair Market Value reopening of one share said transfer books. Expiration Date The Warrant evidenced hereby may not be exercised after the Expiration Date with respect to the shares of the Company's Common Stock (at as to which the date of such calculation) B = Exercise Price (as adjusted Warrant may be exercised and, to the date of extent the Warrant has not exercised as to any such calculation)shares by the Expiration Date, the Warrant evidenced hereby shall become void.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using as of the following formula: Where X = effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment a. This Warrant may be made either (i) exercised on or before the expiration date of December 29, 1999 by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to such Registered Holder's duly authorized attorney, at the order principal office of the Company, or at such other office or agency as the Company equal to the applicable aggregate Exercise Pricemay designate, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that timeaccompanied by payment in full, by delivery in lawful money of the WarrantUnited States, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant Purchase Price payable in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise respect of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Warrant Shares specified in purchased upon such Exercise Notice (as such exercise number exercise. For purposes hereof, the Purchase Price per share shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. $3.139. b. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Purchase Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Registered Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercisedcanceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise Notice and notice of such election in which event the Company shall issue to the Registered Holder a the number of shares of Common Stock computed using the following formula: Y (A-B) X = ------- A Where X = the number of shares of Common Stock to be issued to the Registered Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, if the Common Stock is listed or quoted on a national securities exchange, the Nasdaq Stock Market, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of the Common Stock shall be deemed to be the average of the last reported sales price per share of Common Stock thereon for the five trading days immediately preceding the Exercise Date; provided, however, that if no such price is reported during such five-day period, or if the Common Stock is not listed or quoted on a national securities exchange, the Nasdaq Stock Market, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to subsection 1.b. shall be delayed until such determination is made. c. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsections 1.a. and 1.b. above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1.d. below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. d. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated

Exercise. Payment (a) The Warrant Shares shall vest upon grant. To the extent vested, this Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant (to the Holder a extent vested) exercisable for such number of shares Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using (as defined below) as of the following formula: Where X = Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon for the trading day immediately preceding the Exercise Date, provided that if no such price is reported on such days, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 called for on the face of Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. (a) Payment may be made either in (i) in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2(b) below, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = X= the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = A= the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation) 3. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC. 3.1. REORGANIZATION, CONSOLIDATION, MERGER, ETC. In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other person, or (c) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4.

Exercise. Payment This Warrant may be made either exercised by the Holder hereof by surrendering it to the Company, with an exercise notice, in the form attached hereto (the "Exercise Notice"), appropriately completed and duly executed, and by paying in full the Warrant Price for each full Warrant Share as to which this Warrant is exercised as follows (at the election of the Holder): (i) with respect to the exercise of this Warrant on a "cash basis", by wire transfer of immediately available funds, in cash good certified check or by certified or official good bank check draft payable to the order of the Company; provided, that the Holder provides the information on the Exercise Notice that is reasonably necessary for the Company equal to issue the applicable aggregate Exercise Price, Warrant Shares in compliance with U.S. federal securities law; (ii) if there is no effective registration statement covering with respect to the shares issuable upon exercise of this Warrant at that time, on a "cashless basis" by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of surrendering this Warrant at for that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value quotient obtained by dividing (as determined belowx) the product of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued underlying this Warrant or any portion thereof being exercised (at the election of the Holder), multiplied by the difference between the Fair Market Value and the Warrant Price by (y) the Fair Market Value. "Fair Market Value" means (A) if at the time of exercise the Common Stock is listed or quoted for trading on the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, OTC Bulletin Board or any other national securities or over-the-counter exchange (each, an "Exchange"), then the average last sale price of a share of Common Stock for the ten trading days ending on the third trading day prior to the Holder Y = date on which notice of exercise of this Warrant is sent to the number Company (the "Exercise Date"); or (B) if at the time of exercise the Common Stock is not listed or quoted for trading on an Exchange, then the fair market value, of a share of Common Stock as shall be determined by the Board of Directors of the Company (the "Board") in its good faith judgment; provided, however, that notwithstanding the foregoing, the issuance of shares of Common Stock purchasable or other securities upon the exercise of this Warrant shall be made without charge to the Holder for any issue in respect thereof; provided further, however if at any time the Common Stock is not a "covered security" under the Warrant or, if only a portion Section 18(b) of the Warrant is being exercisedSecurities Act, the portion Company may, at its option, require the exercise of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)be made on a "cashless basis."

Exercise. Payment (a) At the sole discretion of the Holder, this Warrant may be made either (i) exercised by the Holder hereof from the Exercise Date until the Expiration Date as to part or all of the Warrant Shares. The Holder may exercise the Warrant by surrender of this Warrant and the Notice of Exercise attached hereto as Exhibit A, duly completed and executed on behalf of the Holder, at the office of the Company, 2▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other address as the Company shall designate in cash or by a written notice to the Holder hereof, together with a certified or official bank check payable to the order Company for the aggregate Exercise Price of the shares of Series C Preferred Stock so purchased. (b) In lieu of paying the exercise price pursuant to Section 4(a) above, the Holder may exercise the Warrant via cashless exercise by converting the Warrant, in whole or in part (the “Conversion Right”), into Warrant Shares. To exercise the Conversion Right, the Holder shall surrender to the Company this Warrant and the Notice of Exercise attached hereto, duly completed and executed by the Holder to evidence the exercise of the Conversion Right. Upon exercise of the Conversion Right, the Company shall deliver to the Holder a certificate(s) representing that number of Warrant Shares which is equal to the applicable quotient obtained by dividing (x) the value of the portion of the Warrant being converted at the date the Conversion Right is exercised (determined by subtracting (A) the aggregate Exercise PricePrice relating to the portion of the Warrant being converted calculated immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the portion of the Warrant being converted (determined on the basis of the fair market value per share of that number of Warrant Shares purchasable upon exercise of such portion of the Warrant immediately prior to the exercise of the Conversion Right)), by (y) the fair market value per share of one share of Series C Preferred Stock on the date of exercise of the Conversion Right. For purposes of this calculation, the fair market value per share of Series C Preferred Stock shall be: (i) if a public market for the Series C Preferred Stock exists at the time of such exercise, the average of (A) the closing bid and asked prices of the Series C Preferred Stock quoted in the Over-The-Counter Market Summary or (B) the last reported sale price of the Series C Preferred Stock or the closing price quoted on the Nasdaq National Market or on any exchange on which the Series C Preferred Stock is listed, whichever is applicable, as published in The Wall Street Journal for the five (5) trading days prior to the date of determination of fair market value; or (ii) if there is no effective registration statement covering public market for the shares issuable upon Series C Preferred Stock, determined by the Company’s Board of Directors in good faith. Any references in this Warrant to the “exercise” of any Warrants, and the use of the term “exercise” herein, shall be deemed to include (without limitation) any exercise of the Conversion Right. (c) Upon exercise of this Warrant at that timeas aforesaid, by delivery the person entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the Warrantclose of business on the date of exercise. As promptly as practicable on or after such date, and in any event within ten (10) days thereafter, the Company shall execute and deliver to the Holder of this Warrant a certificate or shares certificates for the total number of Common Stock and/or Common Stock receivable whole Warrant Shares for which this Warrant is being exercised (net of any Warrant Shares applied upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth belowConversion Right), in lieu of exercising such names and denominations as are requested by such Holder. If this Warrant for cashshall be exercised with respect to less than all of the Warrant Shares, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant Company, at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall its expense, will issue to the Holder a new Warrant covering the number of Warrant shares of Common Stock computed using the following formula: Where X = with respect to which this Warrant shall not have been exercised, which new Warrant shall be identical to this Warrant except for the number of shares and date of Common Stock to be issued to issuance. If upon exercise of this Warrant, the Holder Y = would be entitled to acquire a fractional share of the Series C Preferred Stock, such fractional share shall be disregarded, and the number of shares subject to this Warrant shall be rounded down to the next lower number of Common Stock purchasable under shares, and the Warrant or, if only Holder shall be entitled to receive from the Company a portion cash payment equal to the product of the Warrant is being exercised, the portion per share Exercise Price multiplied by such fraction. 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 being exercised (at or the date issuance of such calculation) A = the Current Fair Market Value any Warrant Shares upon exercise of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)this Warrant.

Exercise. Payment Rights may be made either exercised at any time during the Offering Period upon the terms and conditions set forth in the Prospectus and in this Agreement. (a) Rights may be exercised by completing and executing the exercise portion of the Subscription Certificate and delivering it to the Subscription Agent along with payment of the Subscription Price for the aggregate number of Series A Preferred Shares subscribed for prior to the Expiration Time. (b) A subscription will be accepted by the Subscription Agent if, prior to the Expiration Time, the Subscription Agent has received (i) payment of the full Subscription Price for the Series A Preferred Shares subscribed for in cash the Basic Subscription and any additional Series A Preferred Shares subscribed for pursuant to the Oversubscription Privilege (for Record Date Stockholders), and (ii) a Notice of Guaranteed Delivery by facsimile (telecopy) or otherwise from a bank, trust company, New York Stock Exchange member or member of another national securities exchange guaranteeing delivery of a properly completed and executed Subscription Certificate. The Subscription Agent will not honor a Notice of Guaranteed Delivery unless a properly completed and executed Subscription Certificate is received by certified the Subscription Agent by the close of business on the third New York Stock Exchange trading day after the Expiration Time. (c) The Subscription Price shall be paid in United States dollars, by (i) check or official bank check draft drawn on a United States bank, or an postal, telegraphic or express money order payable to the order of the Company equal to the applicable aggregate Exercise PriceSubscription Agent, or (ii) if there is no effective registration statement covering by wire transfer of same day funds to an account maintained by the shares issuable upon Subscription Agent for the purpose of accepting subscriptions the Chase Manhattan Bank, Account No. 323-062547 (Transmedia Network Inc.); ABA No. ▇▇▇▇▇▇▇▇▇. (d) Once a Registered Holder has exercised Rights, such exercise may not be revoked or rescinded. (e) If a Registered Holder does not indicate the number of this Warrant at that timeRights being exercised in the Basic Subscription, by delivery or does not deliver full payment of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, Subscription Price for the number of Common Shares specified in such Exercise Notice (shares indicated as such being subscribed through the exercise number shall be adjusted to reflect any adjustment of Rights in the total Basic Subscription, then such Registered Holder will be deemed to have exercised Rights to purchase the maximum number of shares Series A Preferred Shares determined by dividing the total Subscription Price paid by the Subscription Price per share, but not in excess of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorizedSeries A Preferred Shares such holder may purchase through the exercise of Rights in the Basic Subscription. (f) If a Registered Holder does not indicate the number of Rights being exercised or the number of Series A Preferred Shares such holder wishes to purchase through the Oversubscription Privilege, validly issued, fully-paid and non-assessable but submits payment for more shares than may be purchased through the exercise of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to such Registered Holder's Rights in the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cashBasic Subscription, the excess payment received from such Registered Holder may elect will be deemed to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder be a subscription payment for a number of shares of Common Stock computed using additional Series A Preferred Shares in the following formula: Where X = Oversubscription Privilege determined by dividing the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date amount of such calculation) A = excess payment by the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Subscription Price (as adjusted to the date of such calculation)per share.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. For purposes hereof, the Purchase Price shall be equal to $8.56375 per share. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing ti) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using as of the following formula: Where X = effective date of exercise, as determined pursuant to Subsection l(c) below (the "Exercise Date") over the Purchase Price per share. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of the Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to Subsection l(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsections l(a) and lib) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of shares full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of Common Stock any fractional share to which such Registered Holder would otherwise be issued 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 Holder Y = date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock purchasable under Warrant Shares equal (without giving effect to any adjustment therein) to the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date number of such calculation) A = shares called for on the Current Fair Market Value face of one share of this Warrant minus the Company's Common Stock (at the date number of such calculation) B = Exercise Price (as adjusted to shares purchased by the date of Registered Holder upon such calculation)exercise.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using as of the following formula: Where X = effective date of exercise, as determined pursuant to subsection 2(b) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to the preceding sentence with respect to the maximum number of Warrant Shares purchasable pursuant to this (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the day immediately preceding the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount determined by the Board of Directors to represent the fair market value per share of the Common Stock; and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly make such a determination and notify the Registered Holder of the Fair Market Value per share of Common Stock. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 2(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 2(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder may direct (it being understood that such issuance shall be made without charge to the Registered Holder for any issuance tax or other cost incurred by the Company in connection with such exercise and issuance, excluding any applicable transfer taxes): 4 5 (i) a certificate or certificates for the number of shares full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of Common Stock any fractional share to which the Registered Holder would otherwise be issued entitled, cash in an amount determined pursuant to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)Section 4 hereof; and

Exercise. Payment This Warrant may be exercised, in whole at any time or in part from time to time, commencing on November 20, 1998 and prior to 5:00 P.M., Eastern Standard Time on November 20, 2000, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made either (i) in cash or by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company equal will (a) issue a certificate or certificates in the name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering provisions of the shares Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable upon in respect to the exercise of this Warrant at that time, by delivery of the Warrant, or shares the Company at its option may (a) pay in cash an amount equal to the product of Common Stock and/or Common Stock receivable upon exercise (i) the daily mean average of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise closing price of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than on the Exercise Price ten consecutive trading days before the conversion date and (at the date ii) such fraction of calculation as set forth below), in lieu a share or (b) issue an additional share of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office Common Stock. Upon exercise of the Company together with the properly endorsed Exercise Notice in which event Warrant, the Company shall issue and deliver to the Holder a number of shares of certificates for the Common Stock computed using issuable upon such exercise within ten business days after such exercise and the following formula: Where X = person exercising shall be deemed to be the number holder of shares record of the Common Stock to issuable upon such exercise. No warrant granted herein shall be issued to exercisable after 5:00 p.m. Eastern Standard Time on the Holder Y = the number second anniversary of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)issuance.

Exercise. Payment may be made either (ia) in cash or Subject to compliance by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering the shares issuable upon exercise Registered Holder of this Warrant at that timeand the Company with the requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, if applicable, this Warrant may be exercised by the Registered Holder, in whole or in part, by delivery of the surrendering this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue may designate, accompanied by payment in full, in lawful money of the United States (or surrender of Warrants as provided below), of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option to the Holder extent it holds sufficient warrants in-the-money, to elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of shares Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using as of the following formula: Where X = effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: If the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to the next paragraph). If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus, (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payments of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment A employee may be made either (i) bump within her zone. An employee exercising her bumping rights must indicate in cash or by certified or official bank check payable to the order of preference, those classifications within her zone which she has the Company equal qualifications and ability to bump into. The employee will be required to outline her qualifications. Within three (3) working days of receipt of the applicable aggregate Exercise Priceemployee's intent to bump, the Employer will interview the employee to establish her qualifications and ability, and indicate those positions to which she can bump according to seniority. Within an additional three (ii3) if there working days the employee will indicate, in writing, the that she is no effective registration statement covering claiming. A employee who exercises her right to bump shall be provided with a thirty (30) working day familiarization period in the shares issuable upon exercise position into which she bumps, at which time the Board will determine her suitability in the position (this will not be considered a training period). The familiarization period is provided to assist the employee in becoming acquainted with the day to day operations of this Warrant at that timeposition. A employee changing positions shall have her familiarization period run concurrently with her trial period. (Article XI, Section (a) (Trial Period)). When an employee holds more than one part-time position, the positions shall be considered separate when exercising bumping rights. The right to bump shall include the right to bump up into a classification. The right to bump shall also allow a part-time employee to increase her regular hours by delivery of one (1) hour per day or five (5) hours per week only within the Warrant, or shares of Common Stock and/or Common Stock receivable upon same classification. A part-time employee with more than one part-time position may exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) her right to bump if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of her positions are reduced in hours or made redundant. Such an employee will only be allowed to bump into a position provided that it does not conflict with her existing hours of work and will not put the foregoing methods, for employee in an overtime position. An employee may bump into one or more positions to bring her total regular hours to the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted regular hours held prior to reflect any adjustment being The Labour Management Committee will make every reasonable effort to minimize the "ripple" effect of the bumping process and to ensure an expeditious and orderly transition in the total number event of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)layoff.

Exercise. Payment (a) This Warrant may be made either exercised by the Holder hereof on a cashless (inet) basis or on a cash basis (but only on the conditions hereinafter set forth) as to all or any increment or increments of the Warrant Shares upon delivery of written notice of intent to exercise to the Company at the Company's address set forth below its signature below or the address most recently reported in filing with the Securities and Exchange Commission by the Company, together with this Warrant and cash or by certified or official bank check payable to the order Company for the aggregate Exercise Price of the Company equal Warrant Shares so purchased (the "Purchase Price"), except as provided in the following sentence. The Holder may, at its option, elect to pay some or all of the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering the shares issuable Purchase Price payable upon an exercise of this Warrant at that timeby canceling a portion of this Warrant exercisable for such number of the Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value (as defined below) per share of Common Stock as of the date of exercise over the Purchase Price per share. Upon 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 total number of Warrant Shares for which this Warrant is being exercised in such names and denominations as are requested by delivery such Holder. If this Warrant shall be exercised with respect to less than all of the Warrant Shares, the Holder shall be entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant shall not have been exercised, which number shall be equal to the number of the outstanding shares of the Company's Common Stock, as of the close of business on the date of final exercise of the Warrant, or which would cause the Holder to own the Warrant Percentage of the shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder calculated on a number of shares of Common Stock computed using the following formula: Where X = fully diluted basis, minus the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share of the Company's Common Stock issued upon earlier exercise(s) of the 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 Warrant Shares upon exercise of this Warrant. (at b) For purposes of this Warrant, "Common Stock" means the date Common Stock of the Company, and all other securities of any class of classes (however designated) of the Company the holders of which have the right, without limitation as to amount, after payment on any securities entitled to a preference on dividends or other distributions upon any dissolution or winding up, either to all or to a share of the balance of payments upon such calculation) B = Exercise Price (as adjusted to the date of such calculation)dissolution, liquidation or winding up.

Exercise. Payment Subject to Section 10, this Warrant may be made either converted or exercised by Holder, in whole or in part, at any time and from time to time on or after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (iin the form attached hereto as EXHIBIT A) duly completed and executed by Holder, to the Company at its principal office and accompanied by payment in full, in cash or by certified or official bank check payable to the order of the Company equal to Company, in the applicable amount of the aggregate Exercise Price, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of Price for the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, Shares covered by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided hereinexercise. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant for cashpursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times prior to 5:00 p.m. New York City time on the Expiration Date (the "CONVERSION RIGHT"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the form attached hereto as EXHIBIT B) that has been duly completed and signed. Upon exercise of the Conversion Right, the Company shall deliver to Holder may elect to receive shares (without payment by Holder of any Exercise Price) that number of Warrant Shares that is equal to the quotient obtained by dividing (x) the value (as determined below) of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate Exercise Price for the Warrant (or such portion thereof being converted) by surrender immediately prior to the exercise of the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant at (or such portion thereof) immediately prior to the principal office exercise of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue Conversion Right (taking into account all applicable adjustments pursuant to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised this Warrant) by (at the date of such calculationy) A = the Current Fair Market Value Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Warrant to the "exercise" of any Warrants, and the use of the term "exercise" herein, shall be deemed to include, without limitation, any exercise of the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Warrant Letter. In the event this Warrant is not exercised in full, the Warrant Shares shall be reduced by the number of Warrant Shares subject to such partial exercise, and the Company's Common Stock (, at its expense, shall forthwith issue and deliver to Holder a new Warrant of like tenor in the date name of Holder, reflecting the number of Warrant Shares remaining after such calculation) B = Exercise Price (as adjusted to the date of such calculation)exercise.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using as of the following formula: Where X = effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including, without limitation, a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including, without limitation, a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment may be made either (ia) in cash or Subject to compliance by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering the shares issuable upon exercise Registered Holder of this Warrant at that timeand the Company with the requirements of the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, if applicable, this Warrant may be exercised by the Registered Holder, in whole or in part, by delivery of the surrendering this Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue may designate, accompanied by payment in full, in lawful money of the United States (or surrender of Warrants as provided below), of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (rev. 9/23/97) 2 (b) The Registered Holder may, at its option to the Holder extent it holds sufficient warrants in-the-money, to elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of shares Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using as of the following formula: Where X = effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: If the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to the next paragraph). If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus, (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payments of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using (as defined below) as of the following formula: Where X = Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 called for on the face of Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment (a) Except as set forth in subsection 1(b) below, this Warrant may be made either (i) exercised by the Registered Holder in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to such Registered Holder's duly authorized attorney, at the order principal office of the Company, or at such other office or agency as the Company equal may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering the shares issuable Purchase Price payable upon an exercise of this Warrant at that time, by delivery canceling a portion of this Warrant exercisable for such number of shares of the WarrantCompany's common stock, or $0.001 par value (the `Common Stock"), as is then issuable upon conversion of the Series C Preferred (as to which this Warrant is exercisable) determined by dividing (i) the total Purchase Price payable in respect of the number of shares of Series C Preferred being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to Section 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this CUSIP No. 81371G 10 S 13D PAGE 52 of 62 -------------------------------------------------------------------------------- method of payment with respect to the maximum number of shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in so purchasable pursuant to this Section 2.2method, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for then the number of shares of Common Shares specified in such Exercise Notice (as such exercise number Stock so purchasable shall be adjusted equal to reflect any adjustment in the total number of shares of Common Stock, minus the product obtained by multiplying (x) the total number of shares of Common Stock issuable purchasable by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average last reported sale prices per share of Common Stock thereon over the thirty-day period the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day. (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Holder Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the terms amount next determined by the Board of this Warrant) and Directors to represent the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares Fair Market Value per share of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value including without limitation a determination for purposes of one share of granting Common Stock is greater than options or issuing Common Stock under an employee benefit plan of the Exercise Price (at the date of calculation as set forth belowCompany), in lieu (B) the Board of exercising this Warrant for cashDirectors shall make a determination within 15 days of a request by the Registered Holder that it do so, and (C) the Holder may elect to receive shares equal to the value (as determined below) exercise of this Warrant (or the portion thereof being exercisedpursuant to this subsection 1(b) by surrender of shall be delayed until such determination is made. References in this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company to "Warrant Shares" shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of include shares of Common Stock purchasable under this subsection (b). (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant orshall have been surrendered to the Company as provided in subsection 1(a) above. At such time, if only a portion the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant is being exercisedShares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in whole or in part the Company, at its expense, will cause to be issued in the name of, and delivered to, the portion Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes and subject to compliance with all applicable federal and state securities laws) may direct: (i) a certificate or certificates for the number of full Warrant being exercised Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (at ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such calculation) A = shares called for on the Current Fair Market Value face of one share of this Warrant minus the Company's Common Stock (at the date number of such calculationshares purchased by the Registered Holder upon such exercise as provided in subsection 1(a) B = Exercise Price (as adjusted to the date above. CUSIP No. 81371G 10 S 13D PAGE 53 of such calculation)62 --------------------------------------------------------------------------------

Exercise. (a) Payment may be made either (i) in cash or cash, by certified or official bank check payable or by wire transfer of immediately available funds to the order of the Company equal to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2(b) below, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. . (b) Notwithstanding any provisions herein to the contrary, if (i) the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below)) and (ii) the Company does not then have an effective registration statement covering the resale of the Common Stock issuable upon exercise of this Warrant, then in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B)/A Where X = the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A = A= the Current Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation)

Exercise. Payment (a) Subject to the termination event and restrictions described herein, this Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit A duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, such Registered Holder's successor by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (will or the portion thereof being exercised) by surrender laws of this Warrant descent and distribution, at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue may designate, accompanied by payment in full of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise, either in lawful money of the United States or by delivery to the Holder a number Company of shares of Common Stock computed using already owned by the following formula: Where X = Registered Holder having a fair market value equal in amount to such purchase price. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of shares Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most PAGE recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the Holder Y = name of, and delivered to, the Registered Holder: (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 Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise, plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock Purchase Price payable upon such exercise pursuant to subsection 1(b) above, plus (at c) the date number of such calculation) B = Exercise Price (Warrant Shares as adjusted to the date of such calculation)which this PAGE Warrant has previously been terminated pursuant to Section 2 below.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the exercise form appended hereto as Exhibit I duly executed by the Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise PriceRegistered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using (as defined below) as of the following formula: Where X = Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 called for on the face of Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share canceled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment may be made either (ia) in cash On or by certified or official bank check payable to after the order closing date of the Company equal to the applicable aggregate Exercise Price, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery earlier of the Warrant, Company's First Equity Financing or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below)the Automatic Series A Conversion, this Warrant may be exercised by the Registered Holder, in lieu of exercising whole or in part, by surrendering this Warrant for cashWarrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder may elect to receive shares equal to or by the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant Registered Holder's duly authorized attorney, at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock computed using (as defined below) as of the following formula: Where X = Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 called for on the face of Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.

Exercise. Payment (a) This Warrant may be made either (i) exercised by the Registered Holder, in cash whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Pricesuch Registered Holder's duly authorized attorney, (ii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) if there is no effective registration statement covering the shares issuable upon exercise of this Warrant at that time, by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Current Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event Company, or at such other office or agency as the Company shall issue to may designate, accompanied by payment in full, in lawful money of the Holder a United States, of the Purchase Price payable in respect of the number of shares Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value (as defined below) per share of Common Stock computed using as of the following formula: Where X = effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of shares Warrant Shares so purchasable shall be equal to the number of Warrant Shares minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the trading day immediately preceding the Exercise Date. (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including, without limitation, a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof ) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (a) the Fair Market Value per share of Common Stock shall be amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued to in the name of, and delivered to, the Registered Holder, or as such Holder Y = (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 Common Stock purchasable under this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant or, Shares (if only a portion of the Warrant is being exercised, any) covered by the portion of the this Warrant being exercised (at the date of such calculation) A = the Current Fair Market Value of one share cancelled in payment of the Company's Common Stock (at the date of Purchase Price payable upon such calculationexercise pursuant to subsection 1(b) B = Exercise Price (as adjusted to the date of such calculation)above.