Common use of Exercise Clause in Contracts

Exercise. Subject to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercise.

Exercise. Subject to this Agreement and This Warrant may be exercised in whole or in part at any time during the PlanExercise Period, unless by delivery of the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” following to the Company at its address set forth above (or its designee on a at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Optionattached as Annex A hereto; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by (b) payment of the Exercise Price (i) in full through onecash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrant, a combinationcertificate or certificates for the Exercise Shares so purchased, registered in the name of the following Holder or such other Person as may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment methodsof any transfer taxes that are required to be paid by the Holder pursuant hereto), which method(s) shall be indicated issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the Notice number of Exercise: i. cashier's Exercise Shares remaining shall be executed by the Company and delivered to the Holder or certified check such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the amount Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price payable to the order was made, irrespective of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (A) whether before or after the duly executed Notice of Exercise and (B) the shares tendered for payment end of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercisePeriod). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercise.

Exercise. Subject Prior to the later of the second anniversary of the date hereof (the "Expiration Date"), this Agreement Warrant may be exercised by the Holder, as to all or less than all of the shares of Common Stock covered hereby, by surrender of this Warrant at the Company's principal office (for all purposes of this Warrant, 154 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ such other address as the Company may advise the registered Holder hereof by notice given by certified or registered mail) with the form of election to subscribe attached hereto as Exhibit A duly executed and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice upon tender of Exercise” payment to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price for shares so purchased in full through onecash or by check. Upon the date of such receipt by the Company (herein called the "Exercise Date"), or a combination, of the following payment methods, which method(s) this Warrant shall be indicated in deemed to have been exercised and the Notice person exercising the same shall become a holder of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company record of shares of Common Stock with a Fair Market Value on the date of exercise equal to all (or part of the Exercise Price other securities or property to which he or it is entitled upon such exercise) purchased hereunder for all purposes, and certificates for such shares so purchased shall be delivered to the Holder or its transferee within a reasonable time (with any balance paid by cash or check ornot exceeding 10 days) after this Warrant shall have been exercised as set forth hereinabove. In the event that this Warrant is exercised in part, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), Company will execute and deliver a new Warrant of like tenor exerciseable for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless for which this Warrant may then be exercised. If this Warrant is not exercised on or prior to the Administrator determines otherwiseExpiration Date, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise this Warrant shall become void and all rights of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise Holder hereunder shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisecease.

Exercise. Subject to Section 2.3 hereof, this Agreement Warrant may be exercised by the Holder in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached hereto as Annex A; (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the PlanHolder in connection with any such transfer), unless shall be issued and delivered to the Administrator determines otherwise, you may exercise Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Option only by a written “Notice of Exercise” to . If this Warrant shall not have been exercised in full, a new Warrant exercisable for the Company or its designee on a form specified number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option on which this Warrant was surrendered and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through onewas made, or a combination, irrespective of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (A) whether before or after the duly executed Notice of Exercise and (B) the shares tendered for payment end of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercisePeriod). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercise.

Exercise. (a) Subject to this Agreement the other terms and the Planconditions hereof, unless the Administrator determines otherwise, you may exercise the Option only shall be exercisable, provided payment is made as provided below, from time to time by a written “Notice of Exercise” notice to the Company or its designee on a (in the form specified required by the Company on or before Company, the date covenants and substantive provisions of which are hereby made part of this Agreement) which shall: (i) State that the Option expires. Unless the Administrator determines otherwiseis thereby being exercised, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exerciseeach person in whose name any certificates for the Shares should be registered and such person's address and social security number; (ii) Be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by anyone other than the Holder, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Option under all applicable laws and regulations; and (iii. unless ) Be accompanied by such representations, warranties or agreements with respect to the Administrator determines otherwiseinvestment intent of such person or persons exercising the Option and the compliance with any applicable law or regulation or to confirm any factual matters as the Company or its counsel may reasonably request, in form and substance satisfactory to counsel for the Company. (b) Payment of the exercise price may be made, in the discretion of the person exercising the Option, in one of the following manners, or in any other manner approved by surrender the Board, in its sole discretion: (i) The written notice to the Company described above may be accompanied by full payment of shares the exercise price in cash or by check, or in whole or in part with a surrender or withholding of Common Stock with Shares of the Company having a Fair Market Value (as defined below) on the date of exercise equal to all or part that portion of the Exercise Price (with any balance paid by exercise price for which payment in cash or check or, unless is not made. The value of each such Share surrendered or withheld shall be 100% of the Administrator determines otherwise, deducted from salary or other amounts payable to you), for Fair Market Value of the Shares with respect to which on the date the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock . The latter of the dates on which such notice and payment are received by the Company shall be the date of exercise of the Option; and (ii) Within five days of the giving of the written notice to the Company described above, the funds to pay for the exercise of the Option may be delivered to the Company by a broker acting on behalf of the person exercising the Option either in connection with the sale of the Shares underlying the Option or in connection with the making of a margin loan to such person to enable payment of the exercise price of the Option. The latter of the dates on which the Company receives such notice and payment shall be the date of exercise of the Option. In connection with any such exercise, the Company will provide a copy of the notice of exercise of the Option to the aforesaid broker upon receipt by the Company of such notice and will deliver to such broker, within five business days of the delivery of such notice to the Company, a certificate or certificates (as payment unless you requested by the broker) representing the number of Shares underlying the Option that have held been sold by such stock broker for more than six months before the surrender. person exercising the Option. (c) For purposes hereof, the "Fair Market Value" of a Share as of a given date of exercise shall be (in order of applicability): (i) the date closing price of delivery of a Share on the principal exchange on which the Shares are then trading, if any, on the day immediately prior to such date, or if Shares were not traded on the day previous to such date, then on the next preceding trading day during which a sale occurred; or (ii) if Shares are not traded on an exchange but are quoted on NASDAQ or a successor quotation system, (A) the duly executed Notice of Exercise and last sale price (if Shares are then listed as a National Market Issue under the NASD National Market System), or (B) if Shares are not then so listed, the shares tendered mean between the closing representative bid and asked prices for payment of Shares on the Exercise Price; iv. unless day previous to such date as reported by NASDAQ or such successor quotation system; or (iii) if Shares are not publicly traded on an exchange and not quoted on NASDAQ or a successor quotation system, the Administrator determines otherwisemean between the closing bid and asked prices for Shares, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless on the Administrator determines otherwiseday previous to such date, as determined in good faith by the Company withholding from Board; or (iv) if Shares are not publicly traded, the shares of Common Stock otherwise issuable to you upon fair market value established by the Board acting in good faith. (d) Upon exercise of the Option (or portion thereof) and the whole number satisfaction of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereofconditions thereto, the date Company shall deliver a certificate or certificates for Shares to the specified person or persons at the specified time upon receipt of exercise payment for such Shares as set forth above. No Shares shall be the date issued on an exercise of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock an Option until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisefull payment has been made.

Exercise. Subject to (a) This Warrant may be exercised by the Registered Holder during the Exercise Period, in whole or in part, by the surrender of this Agreement and Warrant (with the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” Exercise Form attached hereto as Exhibit A (the “Exercise Notice”) duly executed by such Registered Holder) at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of an amount equal to the Company or its designee on a form specified then applicable Exercise Price multiplied by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Warrant Shares with respect to which you are exercising the Option;then being purchased upon such exercise. b. be signed by you or, if you have died or become disabled, by the party entitled to (b) Each exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) this Warrant shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable deemed to have been effected immediately prior to the order close of business on the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under day on which this Option to a licensed broker acceptable Warrant shall have been surrendered to the Company as your agent provided in exchange subsection 1(a) above, if so surrendered prior to 5:00 p.m., New York City time, or if surrendered after 5:00 p.m., New York City time, as of the next business day. At such time, the Person or Persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(c), below, shall be deemed to have become the broker's tendering holder or holders of record of the Warrant Shares represented by such certificates. (c) Subject to the Company cash (or acceptable cash equivalents) equal to the Exercise Priceadjustments set forth in Section 3, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise exercises hereunder shall be the date of delivery of only in full share increments. Within five (A5) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon business days after the exercise of the Option purchase right represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, the Registered Holder, or, subject to the terms and conditions hereof (including the requirement that there be a registration statement then in effect with respect to transfers or portion thereofan exemption therefrom), to such other individual or entity as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of whole Warrant Shares to which such Registered Holder shall be entitled upon such exercise (as such number of Warrant Shares may be adjusted pursuant to Section 3 hereof), and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of shares with a Fair Market Value currently stated on the date face of exercise equal to all or part of this Warrant minus the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of such shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued purchased by the Registered Holder upon such exercise as soon as is practical after exerciseprovided in subsection 1(a) above.

Exercise. Subject to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's ’s or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's ’s tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the later of the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercise.

Exercise. Subject to Upon exercise of this Agreement and Warrant, the Plan, unless Holder shall pay the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” Company an amount equal to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number product of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of (x) the Exercise Price in full through onemultiplied by (y) the total number of Warrant Shares purchased pursuant to this Warrant, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's by wire transfer or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to Company or, at any time following the first anniversary of the Warrant Date, if there is not an effective Registration Statement (as defined in the Registration Rights Agreement, dated as of the Warrant Date, between the Company through your Notice of Exercise to send and the share certificates to be issued under this Option to a licensed broker acceptable to Holder (the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents"REGISTRATION RIGHTS AGREEMENT")) equal to the Exercise Price, for the Shares with respect to which all of the Option is being exercisedWarrant Shares, as part then at the option of the Holder, such amount may be paid by the surrender of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company portion of shares of Common Stock with a Fair Market Value on then held by the date Holder or issuable upon such exercise of exercise equal this Warrant, which shall be valued and credited toward such amount due to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option Warrant based upon the Current Market Price of the Common Stock. The person or persons in whose name(s) any certificate(s) representing the Warrant Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Warrant Shares represented thereby (or portion thereofand such Warrant Shares shall be deemed to have been issued) immediately prior to the whole number close of shares with a Fair Market Value business on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as upon which this Warrant is practical after exerciseexercised.

Exercise. Subject to the provisions of this Agreement and the PlanAgreement, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” upon surrender to the Company or at its designee on principal office of a Warrant Certificate with the Election to Purchase substantially in the form specified by attached as Annex II to such Warrant Certificate duly executed, together with payment in accordance with the last sentence of this Section 4(b) of the applicable Exercise Price then in effect (the date of such surrender, the “Exercise Date”), the Company on shall issue and deliver promptly to the registered holder of such Warrant Certificate, a certificate or before certificates for the Warrant Shares or other securities or property to which the registered holder is entitled, registered in the name of such registered holder or, upon the written order of such registered holder, in such name or names as such registered holder may designate. Any certificate or certificates representing Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the holder of record of the Warrant Shares as of the date of the Option expiressurrender of such Warrant Certificate (together with such duly executed Form of Election to Purchase) and payment of the Exercise Price. Unless Payment of the Administrator determines otherwiseapplicable Exercise Price with respect to an exercise of Warrants pursuant to this Section 4(b) shall be made, each such Notice must: a. state your election to exercise at the Option and holder’s option, (x) in cash or (y) without the payment of cash, by reducing the number of Shares with respect shares of Class C Common Stock obtainable upon the exercise of such Warrants (an exercise as provided under this clause (y), a “Cashless Exercise”) so as to which you are exercising yield a number of shares of Class C Common Stock issued upon the Option; b. be signed by you or, exercise of such Warrants equal to the product of (A) the number of shares of Class C Common Stock that would have been issued if you have died or become disabled, by the party entitled to exercise Warrants being exercised had been exercised upon the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by full payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) a fraction, the shares tendered for payment numerator of which is the excess of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership current market price per share of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of applicable Exercise Date (determined in accordance with Section 7(f)) over the Exercise Price (rounded down, with any balance paid by cash or check or, unless as of such Exercise Date and the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date denominator of exercise). For purposes hereof, which is the date of exercise shall be the date of delivery current market price per share of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total as of such Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseDate (determined in accordance with Section 7(f)).

Exercise. Subject to this Agreement The Warrants and the Planpurchase rights represented thereby are exercisable by the Warrant Holder, unless in whole or in part, at any time after they vest until 5:00 p.m., Eastern Standard Time, on the Administrator determines otherwiseExpiration Date in accordance with the procedures set forth in Section 4(b) below. Upon receipt of the items required under Section 4(b) and the Warrant Holder's fulfillment of the other terms of Section 4(b), you may exercise the Option only by a written “Notice of Exercise” Company shall issue to the Company or its designee on Warrant Holder a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange certificate for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you purchased. The Warrant Holder, upon exercise of the Warrants, shall be deemed to have elected become the holder of the Warrant Shares represented thereby (and such Warrant Shares shall be deemed to purchasehave been issued) immediately prior to the close of business on the date or dates upon which the Warrants are exercised. In the event of any exercise of the rights represented by the Warrants, certificates for the Warrant Shares of Common Stock will so purchased shall be issued delivered to the Warrant Holder as soon as is practical and in any event within ten (10) business days after exercisereceipt of such notice and, unless the Warrants have been fully exercised or expired, new Warrants representing the remaining portion of the Warrants and the underlying Warrant Shares, if any, with respect to which this Warrant Agreement shall not then have been exercised shall also be issued to the Warrant Holder as soon as possible and in any event within such ten (10) day period.

Exercise. Subject The purchase rights represented by this Warrant are exercisable by the Warrantholder, in whole or in part, at any time, or from time to this Agreement and time during the Planperiod set forth in Section 1 above, unless by tendering the Administrator determines otherwise, you may Company at its principal office a notice of exercise in the Option only by a written “form attached hereto as Exhibit A (the "Notice of Exercise” to "), duly completed and executed. Upon receipt of the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option of Exercise and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through oneaccordance with the terms set forth below, or the Company shall issue to the Warrantholder a combination, certificate for the number of shares of Stock of the following payment methods, which method(s) Company purchased and shall be indicated in execute the Notice of Exercise: i. cashier's Exercise indicating the number of shares of Stock which remain subject to future purchases, if any. The person or certified check persons in whose name(s) any certificate(s) representing shares of Stock shall be issued upon exercise of this Warrant shall be deemed to have become the amount holder(s) of the Exercise Price payable Shares represented thereby (and such shares shall be deemed to have been issued) immediately prior to the order close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the Company; ii. direction to the Company through your Notice of Exercise to send the share rights represented by this Warrant, certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares so purchased shall be delivered to the Warrantholder or its designee as soon as practical and in any event within thirty (30) days after receipt of such notice and, unless this Warrant has been fully exercised or expired, a new Warrant representing the remaining portion of the Shares, if any, with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender this Warrant shall not then have been exercised shall also be issued to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued Warrantholder as soon as is practical after exercisepossible and in any event within such thirty (30) day period.

Exercise. Subject This Warrant may be exercised, in whole or in part, at any time and from time to this Agreement and time during the Plan, unless the Administrator determines otherwise, you may Exercise Period. Such exercise the Option only shall be accomplished by a written “Notice of Exercise” tender to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election of an amount equal to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price multiplied by number of underlying shares being purchased (the “Purchase Price”), either (a) in full through onecash, by wire transfer or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or by certified check in the amount of the Exercise Price or bank cashier’s check, payable to the order of the Company; ii. direction to the Company through your Notice , or (b) by surrendering such number of Exercise to send the share certificates to be issued under shares of Common Stock received upon exercise of this Option to a licensed broker acceptable to the Company Warrant with an aggregate Fair Market Value (as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalentsdefined below) equal to the Exercise PricePurchase Price (as described in the following paragraph (a “Cashless Exercise”), for the Shares together with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by presentation and surrender to the Company of shares of Common Stock this Warrant with a Fair Market Value on an executed subscription agreement in substantially the date of exercise equal to all or part form attached hereto as Exhibit A (the “Subscription”). Upon receipt of the Exercise Price (with any balance paid by cash or check orforegoing, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company will deliver to the Holders, as payment unless you have held such stock for more than six months before the surrender. For purposes hereofpromptly as possible, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from certificate or certificates representing the shares of Common Stock otherwise issuable so purchased, registered in the name of the Holders or its transferee (as permitted under Section 3 below). With respect to you upon the any exercise of this Warrant, the Option (or portion thereof) Holders will for all purposes be deemed to have become the whole holder of record of the number of shares with a Fair Market Value of Common Stock purchased hereunder on the date of exercise equal to all or part the Subscription has been properly executed and payment of the Purchase Price have both been received by the Company (the “Exercise Price (rounded downDate”), with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date irrespective of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice certificate evidencing such shares of Exercisethe Common Stock, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company shall not be obligated to issue any Fractional shares of Common Stock until you will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have paid been issued but for the total immediately preceding sentence, the Holders will be entitled to receive cash equal to the current market price of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Price for that Date. In the event this Warrant is exercised in part, the Company shall issue a new Warrant to the Holders covering the aggregate number of shares of Common Stock you have elected as to purchase. Shares of Common Stock will be issued as soon as is practical after exercisewhich this Warrant remains exercisable for.

Exercise. Subject The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to this Agreement and time, prior to the Planexpiration of the term set forth in Section 2 above, unless by tendering to the Administrator determines otherwise, you may Company at its principal office a notice of exercise in the Option only by a written form attached hereto as Exhibit I (the “Notice of Exercise” to the Company or its designee on a form specified by the Company on or before the date the Option expires”), duly completed and executed. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment Promptly upon receipt of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless purchase price in accordance with the Administrator determines otherwiseterms set forth below, attestation of ownership of Common Stock and issuance of in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a net certificate for the number of shares upon Option exercise; or v. unless of Preferred Stock purchased and shall execute the Administrator determines otherwise, by acknowledgment of exercise in the Company withholding from form attached hereto as Exhibit II (the shares “Acknowledgment of Common Stock otherwise issuable to you upon Exercise”) indicating the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal which remain subject to all or part of the future purchases, if any. The Exercise Price may be paid at the Warrantholder’s election either (rounded down, with any balance paid i) by cash or check orcheck, unless or (ii) by surrender of Warrants (“Net Issuance”) as determined below. If the Administrator determines otherwiseWarrantholder elects the Net Issuance method, deducted from salary or other amounts payable the Company will issue Preferred Stock in accordance with the following formula: X = Y (A-B) A Where: X = the number of shares of Preferred Stock to you on such date be issued to the Warrantholder. Y = the number of exercise)shares of Preferred Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Preferred Stock. B = the Exercise Price. For purposes hereofof the above calculation, current fair market value of Preferred Stock shall mean with respect to each share of Preferred Stock: (i) if the date exercise is in connection with an initial public offering of exercise the Company’s Common Stock, and if the Company’s Registration Statement relating to such public offering has been declared effective by the SEC, then the fair market value per share shall be the date product of delivery of (x) the duly executed Notice of Exercise. The Company shall not be obligated initial “Price to issue any shares of Common Stock until you have paid Public” specified in the total Exercise Price for that final prospectus with respect to the offering and (y) the number of shares of Common Stock you have elected into which each share of Preferred Stock is convertible at the time of such exercise; (ii) if this Warrant is exercised after, and not in connection with the Company’s initial public offering, and: (a) if traded on a securities exchange, the fair market value shall be deemed to purchase. Shares be the product of (x) the average of the closing prices over a five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock will into which each share of Preferred Stock is convertible at the time of such exercise; or (b) if actively traded over-the-counter, the fair market value shall be issued deemed to be the product of (x) the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (iii) 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 Preferred Stock shall be the product of (x) the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as soon as determined in good faith by its Board of Directors and (y) the number of shares of Common Stock into which each share of Preferred Stock is practical after convertible at the time of such exercise, unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the fair market value of Preferred Stock shall be deemed to be the value received by the holders of the Company’s Preferred Stock on a common equivalent basis pursuant to such merger or acquisition. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Warrant Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Warrant Agreement shall be identical to those contained herein, including but not limited to the Effective Date hereof.

Exercise. Subject The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to this Agreement and time, prior to the Planexpiration of the term set forth in Section 2 above, unless by tendering to the Administrator determines otherwise, you may Company at its principal office a notice of exercise in the Option only by a written form attached hereto as Exhibit I (the “Notice of Exercise” to the Company or its designee on a form specified by the Company on or before the date the Option expires”), duly completed and executed. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment Promptly upon receipt of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless purchase price in accordance with the Administrator determines otherwiseterms set forth below, attestation of ownership of Common Stock and issuance of in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a net certificate for the number of shares upon Option exercise; or v. unless of Preferred Stock purchased and shall execute the Administrator determines otherwise, by acknowledgment of exercise in the Company withholding from form attached hereto as Exhibit II (the shares “Acknowledgment of Common Stock otherwise issuable to you upon Exercise”) indicating the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal which remain subject to all or part of the future purchases, if any. The Exercise Price may be paid at the Warrantholder’s election either (rounded down, with any balance paid i) by cash or check orcheck, unless or (ii) by surrender of Warrants (“Net Issuance”) as determined below. If the Administrator determines otherwiseWarrantholder elects the Net Issuance method, deducted from salary or other amounts payable the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) A Where: X = the number of shares of Preferred Stock to you on such date be issued to the Warrantholder, Y = the number of exercise)shares of Preferred Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Preferred Stock. B = the Exercise Price. For purposes hereofof the above calculation, current fair market value of Preferred Stock shall mean with respect to each share of Preferred Stock: (i) if the date exercise is in connection with an initial public offering of exercise the Company’s Common Stock, and if the Company’s Registration Statement relating to such public offering has been declared effective by the SEC, then the fair market value per share shall be the date product of delivery of (x) the duly executed Notice of Exercise. The Company shall not be obligated initial “Price to issue any shares of Common Stock until you have paid Public” specified in the total Exercise Price for that final prospectus with respect to the offering and (y) the number of shares of Common Stock you have elected into which each share of Preferred Stock is convertible at the time of such exercise; (ii) if this Warrant is exercised after, and not in connection with the Company’s initial public offering, and: (a) if traded on a securities exchange, the fair market value shall be deemed to purchase. Shares be the product of (x) the average of the closing prices over a five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock will into which each share of Preferred Stock is convertible at the time of such exercise; or (b) if actively traded over-the-counter, the fair market value shall be issued deemed to be the product of (x) the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (iii) 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 Preferred Stock shall be the product of (x) the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as soon as determined in good faith by its Board of Directors and (y) the number of shares of Common Stock into which each share of Preferred Stock is practical after convertible at the time of such exercise, unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the fair market value of Preferred Stock shall be deemed to be the value received by the holders of the Company’s Preferred Stock on a common equivalent basis pursuant to such merger or acquisition. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Warrant Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Warrant Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

Exercise. Subject This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole or in part, upon delivery of written notice of intent to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” to the Company in the manner at the address of the Company set forth in Section 16 hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (a) by certified or its designee on a form specified bank check, (b) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (c) by the surrender of a portion of this Warrant where the Shares subject to the portion of this Warrant that is surrendered have a fair market value equal to the aggregate Exercise Price. In the absence of an established public market for the Common Stock, fair market value shall be established by the Company’s board of directors in a commercially reasonable manner. Upon exercise of this Warrant as aforesaid, the Company on shall as promptly as practicable, and in any event within 15 days thereafter, execute and deliver to the Holder of this Warrant a certificate or before certificates for the date total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Option expires. Unless Shares, the Administrator determines otherwise, each such Notice must: a. state your election Holder shall be entitled to exercise the Option and receive a new Warrant covering the number of Shares with in respect to of which you are exercising the Option; b. be signed by you or, if you this Warrant shall not have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methodsbeen exercised, which method(s) new Warrant shall in all other respects be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable identical to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of ExerciseWarrant. The Company shall not covenants and agrees that it will pay when due any and all state and federal issue taxes which may be obligated to issue payable in respect of the issuance of this Warrant or the issuance of any shares Shares upon exercise of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisethis Warrant.

Exercise. Subject (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the Planperson entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” prior to the Company or its designee on a form specified by date of issuance of such certificates the Company on or before shall instruct the date the Option expires. Unless the Administrator determines otherwise, each Warrant Agent to refrain from causing such Notice must: a. state your election to exercise the Option and the number issuance of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by certificates pending clearance of checks received in payment of the Exercise Price in full through one, or a combination, pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the following funds received, the Warrant Agent shall promptly remit the payment methods, which method(sreceived for the Warrant (the "Warrant Proceeds") shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as your agent specified in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to youSection 4(a), for above, a Registered Holder may from time to time at the Shares with respect to which the Option is being exercised; providedRegistered Holder's option convert this Warrant, howeverin whole or in part, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of into a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisethe Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.

Exercise. Subject to this Agreement and (a) During the Plan, unless the Administrator determines otherwise, you may exercise period that the Option only is exercisable, it may be exercised in full or in part by a the Grantee, his or her legal representatives, guardian or Successor, by delivering or mailing written “Notice notice of Exercise” the exercise to the Company or its designee on a form specified Secretary of PHYHEALTH. The written notice shall be signed by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election person entitled to exercise the Option and shall specify the address and Social Security number of Shares with respect each such person. If any person other than the Grantee purports to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise all or any portion of the Option; c. contain such representations as , the Company reasonably requires; and d. written notice shall be accompanied by proof, satisfactory to the Secretary of PHYHEALTH, of that entitlement. (b) The written notice shall be accompanied by full payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange exercise price for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect shares as to which the Option is being exercisedexercised in either (i) cash, certified or bank cashier's check or money order, payable to PHYHEALTH, or ((ii) pursuant to a cashless exercise whereby PHYHEALTH will issue shares of the Company's Common Stock (less those shares used as part consideration of the exercise price) ("OPTION SHARES") directly to GRANTEE. The value of the shares used as consideration for the OPTION SHARES shall be calculated by using the closing price of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company share of shares of PHYHEALH's Common Stock with a Fair Market Value on the business day immediately preceding the date of exercise equal to all as reported on the principal securities exchange or part other securities market on which the common stock is then being traded, or (iii) in any combination of the Exercise Price foregoing. (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which c) The written notice of exercise will be effective and the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of shall be deemed exercised to the Company as payment unless you have held such stock for more than six months before extent specified in the surrender. For purposes hereof, notice on the date of exercise shall be that the date of delivery of written notice (A) the duly executed Notice of Exercise and (B) the shares tendered for together with required accompaniments respecting payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, exercise price) is received by the Company withholding from the shares Secretary of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisePHYHEALTH at its then executive offices during regular business hours.

Exercise. Subject (a) The Registered Holder may, at its option, elect to exercise this Agreement Warrant, in whole or in part and at any time or from time to time, by surrendering this Warrant, with the Planpurchase form appended hereto as Exhibit I duly executed by or on behalf of the Registered Holder, unless at the Administrator determines otherwiseprincipal office of the Company, you may exercise the Option only by a written “Notice of Exercise” to or at such other office or agency as the Company or its designee on a form specified may designate, accompanied by payment in full, in lawful money of the Company on or before United States, of the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and Purchase Price payable in respect of the number of Warrant Shares with respect purchased upon such exercise (including payment pursuant to Section 1(b) below). The Registered Holder shall be deemed to become the holder of record of the Warrant Shares on the date on which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by this Warrant is surrendered and payment of the Exercise Purchase Price in full through oneis made, or a combination, irrespective of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwisesuch certificate or certificates, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwiseexcept that, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on if the date of exercise such surrender and payment is a date when the stock transfer books of the Company are closed, Registered Holder shall be deemed to become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (b) In lieu of exercising this Warrant for cash, the Registered Holder may elect to receive shares equal to all the value of this Warrant (or part the portion thereof being exercised) by surrender of this Warrant at the principal office of the Exercise Price Company together with notice of such election (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercisea “Net Exercise”). For purposes A Registered Holder who Net Exercises shall have the rights described in Section 1 hereof, and the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated issue to issue any shares of Common Stock until you have paid the total Exercise Price for that such Registered Holder a number of shares of Common Stock you have elected to purchase. Warrant Shares of Common Stock will be issued as soon as is practical after exercise.computed using the following formula: Where

Exercise. Subject to this Agreement the other terms and the Planconditions hereof, unless the Administrator determines otherwise, you may exercise the Option only by shall be exercisable at any time when all or a portion of the Option is vested under this Option Agreement upon written “Notice of Exercise” notice to the Company Company, or its designee on a form such other method of exercise as may be specified by the Company on or before the date the Option expiresCompany, including without limitation, exercise by electronic means. Unless the Administrator determines otherwise, each such Notice must: a. The notice will: (a) state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment shares of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect Stock to which the Option is being exercised; and (b) if the Option is being exercised by anyone other than the Holder, as part if not already provided, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Option under this Option Agreement and all applicable laws and regulations. As a cashless exercise; iiicondition to the exercise of the Option and the obligation of the Company to issue Stock upon the exercise thereof, the proposed recipient of the Stock shall make any representation or warranty to comply with any applicable law or regulation or to confirm any factual matters reasonably requested by the Company or its counsel. unless Upon exercise of the Administrator determines otherwiseOption and the satisfaction of all conditions thereto, by surrender the Company shall deliver a certificate or certificates for Stock to the specified person or persons at the specified time upon receipt of the aggregate exercise price for such Stock. The full exercise price for the portion of the Option being exercised shall be paid to the Company (a) in cash; (b) by certified check (denominated in U.S. Dollars); (c) subject to the Board’ discretion and approval, by delivery of other shares of Common Stock with then owned by the Holder for more than six months on the date of surrender (unless this condition is waived by the Board), having a Fair Market Value on the date of exercise surrender equal to all or part greater than the aggregate exercise price of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect Stock as to which the said Option is being shall be exercised; provided, however, that you may not surrender (turn ind) previously held or owned Common Stock cancellation of indebtedness of the Company as payment unless you have held such stock for more than six months before owed to the surrenderHolder; (e) by any other means which the Company determines are consistent with the purposes of this Option Agreement and with applicable laws and regulations; or (f) any combination of the foregoing methods of payment. For purposes hereof, the date No fractional shares of exercise Stock shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; ivissued or delivered pursuant to this Option Agreement. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by The Board shall determine whether cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise property shall be the date issued or paid in lieu of delivery of the duly executed Notice of Exercise. The Company such fractional shares or whether such fractional shares or any rights thereto shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseforfeited or otherwise eliminated.

Exercise. Subject to this Agreement and The Option Holder (or in the Plancase of the death of the Option Holder, unless the Administrator determines otherwise, you designated legal representative or heir of the Option Holder) may exercise the Option only ISOs during the Exercise Period by a giving written “Notice of Exercise” notice to the Company or its designee on a [____________________] [include appropriate officer] in the form specified required by the Company on or before the date the Option expiresCommittee (“Exercise Notice”). Unless the Administrator determines otherwise, each such The Exercise Notice must: a. state your election to exercise the Option and must specify the number of Shares with respect to be purchased, which you are exercising shall be at least 100 unless fewer shares remain unexercised. The exercise date is the Option; b. be signed by you or, if you have died or become disabled, date the Exercise Notice is received by the party entitled Corporation. The Exercise Period commences on the Vesting Date and expires at 5:00 p.m., EST on the date 10 years [five years for over 10% owners of Corporation on the Grant Date] after the Grant Date, such later time and date being hereinafter referred to exercise the Option; c. contain such representations as the Company reasonably requires; and d. “Expiration Date,” subject to earlier expiration in the event of a termination of Service as provided in Section 6. Any ISOs not exercised as of the close of business on the last day of the Exercise Period shall be cancelled without consideration at that time. The Exercise Notice shall be accompanied by payment in full of the Exercise Price for the Shares being purchased. Payment shall be made: (a) in full through one, or a combination, of the following payment methodscash, which method(s) shall may be indicated in the Notice form of Exercise: i. a check, money order, cashier's check or certified check in the amount of the Exercise Price check, payable to the order Corporation, or (b) by delivering Shares of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which Corporation already owned by the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with Holder having a Fair Market Value on the exercise date of exercise equal to all or part of the aggregate Exercise Price to be paid, or (with any balance paid c) by cash or check or, unless instructing the Administrator determines otherwise, deducted from salary or other amounts payable Corporation to you), for the withhold Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a having an aggregate Fair Market Value on the exercise date of exercise equal to all the aggregate Exercise Price to be paid or part (d) by a combination of thereof. Payment for the Shares being purchased upon exercise of the Option may also be made by delivering a properly executed Exercise Notice to the Corporation, together with a copy of irrevocable instructions to a broker to deliver promptly to the Corporation the amount of sale or loan proceeds to pay the aggregate Exercise Price and applicable tax withholding amounts (rounded downif any), with any balance paid by cash or check or, unless in which event the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise Shares acquired shall be delivered to the date broker promptly following receipt of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisepayment.

Exercise. Subject The rights represented by this Warrant may be exercised in whole or in part at any time, subject to the terms of Section 2 and as further specified herein, during the Exercise Period, so long as the Exercise Shares for which this Warrant is being exercised are then vested and exercisable hereunder in accordance with Section 3.1, by delivery by the Holder of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) An executed Notice of Exercise in the form attached hereto as Exhibit A; (b) Payment of the Exercise Price either in cash or by wire transfer of immediately available funds; provided, however, that, for so long as the R&D Agreement and is in effect, the PlanHolder may, unless at its option in writing in the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” , elect to offset the Exercise Price against any amounts then owed to the Company or its designee on a form specified by Holder from the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requiresCompany; and d. (c) This Warrant. For the avoidance of doubt, this Warrant may not be accompanied exercised for any Exercise Shares that have not vested in accordance with Section 3.1. Upon the exercise of the rights represented by this Warrant, a book-entry statement for the Exercise Shares so purchased, registered in the name of the Holder or persons affiliated with the Holder, if the Holder so designates, shall be delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. The person in whose name any book-entry statements for Exercise Shares are to be delivered upon exercise of this Warrant shall be deemed to have become the holder of record of such shares of Common Stock purchased on the date on which this Warrant was surrendered and payment of the Exercise Price in full through onewas made, or a combination, irrespective of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwisesuch book-entry statement, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwiseexcept that, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on if the date of exercise equal to all or part such surrender and payment is a date when the stock transfer books of the Exercise Price (rounded downCompany are closed, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date of delivery of on which the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisestock transfer books are open.

Exercise. Subject to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the Option (a) A 2002-A WARRANT shall be exercisable only by a written “Notice the registered HOLDER surrendering it, together with the subscription form set forth in the 2002-A WARRANT duly executed, accompanied by payment, in full, in lawful money of Exercise” the United States, of the Warrant Exercise Price for each full Share as to which the 2002-A WARRANT is exercised, to the Warrant Agent. The Company shall act as its own Warrant Agent, and can be reached by phone at (▇▇▇) ▇▇▇-▇▇▇▇ or by mail at ▇▇▇ ▇▇▇ ▇▇▇▇, Houston, Texas, 77076. The COMPANY shall give notice to the registered HOLDERS of 2002-A WARRANTS of any change in the address of, or in the designation of, its designee on Warrant Agent. (b) A 2002-A WARRANT may be exercised wholly or in part. If a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise2002-A WARRANT is only exercised in part, each such Notice must: a. state your election to exercise the Option and a new WARRANT for the number of Shares with respect as to which you are exercising the Option; b. be signed by you or, if you 2002-A WARRANT shall not have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) been exercised shall be indicated in issued to the Notice registered HOLDER. (c) As soon as practicable after the exercise of Exercise: i. cashier's any 2002-A WARRANT, the COMPANY shall issue to or certified check in the amount of the Exercise Price payable to upon the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share registered HOLDER a certificate or certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash number of full Shares which he is entitled, registered in such name or names as may be directed by him. (or acceptable cash equivalentsd) equal to the Exercise Price, for the All Shares with respect to which the Option is being exercised, as part issued upon exercise of a cashless exercise;2002-A WARRANT shall be validly issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of the issue thereof and all costs of issuance. However, the registered HOLDER shall pay all taxes imposed in connection with any transfer, even if involved in an issue of a certificate, and the COMPANY shall not be required to issue or deliver any stock certificate in such case until the tax shall have been paid. iii. unless (e) Each person in whose name any such certificate for Shares is issued shall for all purposes be deemed to have become the Administrator determines otherwise, by surrender to the Company holder of record of such shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part on which the 2002-A WARRANT was surrendered and payment of the Warrant Exercise Price (with any balance paid by cash or check orand applicable taxes was made, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock irrespective of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwisesuch certificate, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwiseexcept that, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on if the date of exercise equal to all or part such surrender and payment is a date when the stock transfer books of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereofCOMPANY are closed, the date of person or persons entitled to receive Shares upon such exercise shall be considered the record holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open and shall be entitled to receive only dividends or distributions which are payable to holders of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for record after that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisedate.

Exercise. Subject to this Agreement and The Option Holder (or in the Plancase of the death of the Option Holder, unless the Administrator determines otherwise, you designated legal representative or heir of the Option Holder) may exercise the Option only ISOs during the Exercise Period by a giving written “Notice of Exercise” notice to the Company or its designee on a [Corporate Secretary of the Corporation] in the form specified required by the Company on or before the date the Option expiresCommittee (“Exercise Notice”). Unless the Administrator determines otherwise, each such The Exercise Notice must: a. state your election to exercise the Option and must specify the number of Shares with respect to be purchased, which you are exercising shall be at least 100 unless fewer shares remain unexercised. The exercise date is the Option; b. be signed by you or, if you have died or become disabled, date the Exercise Notice is received by the party entitled Corporation. The Exercise Period commences on the Vesting Date and expires at 5:00 p.m., Pacific time, on the date 10 years [five years for over 10% owners of Corporation on the Grant Date] after the Grant Date, such later time and date being hereinafter referred to exercise the Option; c. contain such representations as the Company reasonably requires; and d. “Expiration Date,” subject to earlier expiration in the event of a termination of Service as provided in Section 6. Any ISOs not exercised as of the close of business on the last day of the Exercise Period shall be cancelled without consideration at that time. The Exercise Notice shall be accompanied by payment in full of the Exercise Price for the Shares being purchased. Payment shall be made: (a) in full through one, or a combination, of the following payment methodscash, which method(s) shall may be indicated in the Notice form of Exercise: i. a check, money order, cashier's check or certified check in the amount of the Exercise Price check, payable to the order Corporation, or (b) by delivering Shares of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which Corporation already owned by the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with Holder having a Fair Market Value on the exercise date of exercise equal to all or part of the aggregate Exercise Price to be paid, [or (with any balance paid c) by cash or check or, unless instructing the Administrator determines otherwise, deducted from salary or other amounts payable Corporation to you), for the withhold Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a having an aggregate Fair Market Value on the exercise date of exercise equal to all the aggregate Exercise Price to be paid,] or part (d) by a combination of thereof. Payment for the Shares being purchased upon exercise of the Option may also be made by delivering a properly executed Exercise Notice to the Corporation, together with a copy of irrevocable instructions to a broker to deliver promptly to the Corporation the amount of sale or loan proceeds to pay the aggregate Exercise Price and applicable tax withholding amounts (rounded downif any), with any balance paid by cash or check or, unless in which event the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise Shares acquired shall be delivered to the date broker promptly following receipt of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisepayment.

Exercise. Subject The purchase rights set forth in this Warrant are exercisable by the Warrantholder, in whole or in part, at any time, or from time to this Agreement and time, prior to the Planexpiration of the term set forth in Section 2, unless by tendering to the Administrator determines otherwise, you may Company at its principal office a notice of exercise in the Option only by a written form attached hereto as Exhibit I (the “Notice of Exercise” to the Company or its designee on a form specified by the Company on or before the date the Option expires”), duly completed and executed. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment Promptly upon receipt of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless Purchase Price in accordance with the Administrator determines otherwiseterms set forth below, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwisein no event later than three (3) days thereafter, by the Company withholding from shall issue to the shares of Common Stock otherwise issuable to you upon Warrantholder a certificate for the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases, if any. Except as provided in the following sentence, each exercise of this Warrant shall be deemed to have elected been effected immediately prior to purchasethe close of business on the day on which this Warrant shall have been surrendered to the Company as provided in the paragraph above. Shares Notwithstanding the foregoing, if an exercise of all or any portion of this Warrant is being made in connection with (i) a proposed Acquisition, (ii) a proposed issuance or sale of, or dividend or distribution in respect of, capital stock or any other securities of the Company, or (iii) a proposed transfer of capital stock or other securities of the Company, then, at the election of the Warrantholder, such exercise may be conditioned upon the consummation of such public offering, Acquisition, issuance, sale, dividend, distribution or transfer, in which case (A) such exercise shall be effective concurrently with the consummation of such public offering, Acquisition, issuance, sale, dividend, distribution or transfer, and (B) appropriate modifications will be made to the Notice of Exercise to reflect the conditionality specified in this sentence. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Warrant and, if applicable, an amended Warrant representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue Common Stock in accordance with the following formula: X = Y(A-B) A Where: X = the number of shares of Common Stock to be issued to the Warrantholder. Y = the number of shares of Common Stock requested to be exercised under this Warrant. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (i) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) day period ending three days before the day the current fair market value of one (1) share of Common Stock is being determined; or (ii) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending three days before the day the current fair market value of one (1) share of Common Stock is being determined; or (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in The NASDAQ Stock Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as soon as is practical after exercisedetermined in good faith by its Board of Directors, unless the Company shall become subject to an Acquisition, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of Common Stock pursuant to such Acquisition. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Warrant representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Warrant shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

Exercise. Subject (a) During the period that the Option is exercisable, it may be exercised in full or in part by the Grantee or his guardian or legal representative, and, in the event of the Grantee's death, by the person or persons to this Agreement whom the Option was transferred by will or the laws of descent and distribution, by delivering or mailing written notice of the Plan, unless exercise to the Administrator determines otherwise, you may Secretary of SLH. The written notice shall be signed by the person entitled to exercise the Option only and shall specify the address and Social Security number of such person. If any person other than the Grantee purports to be entitled to exercise all or any portion of the Option, the written notice shall be accompanied by a written “Notice of Exercise” proof, satisfactory to the Company Secretary of SLH, of that entitlement. (b) Subject to the provisions of subsections (d) and (e) hereof, the written notice shall be accompanied by full payment of the exercise price for the shares as to which the Option is exercised either (i) in cash or its designee cash equivalents, (ii) in shares of SLH common stock evidenced by certificates either endorsed or with stock powers attached transferring ownership to SLH, with an aggregate Fair Market Value (as defined in the Plan) equal to said exercise price on a form specified by the Company on or before the date the written notice is received by the Secretary, or (iii) in any combination of cash or cash equivalents and such shares. (c) Notwithstanding the provisions of subsection (b) next above, shares acquired through the exercise of an Incentive Stock Option expires. Unless granted the Administrator determines otherwisePlan may be used as payment at exercise hereunder only if such shares have been held for at least 12 months following such acquisition. (d) In lieu of payment of the exercise price by way of delivery of certificate(s) evidencing shares of SLH common stock, each such Notice must: a. state your election to exercise the Grantee may furnish a notarized statement reciting the number of shares being purchased under the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, SLH shares owned by the party entitled to exercise Grantee which could be freely delivered as payment. If the Option; c. contain Grantee furnishes such representations as the Company reasonably requires; and d. be accompanied by a statement in payment of the Exercise Price in full through oneexercise price, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to he will be issued under this Option to a licensed broker acceptable to certificate for new shares representing the Company number of shares as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, less the number of shares described in the notarized statement as part constituting payment under the Option. (e) In lieu of payment of the exercise price in cash, shares of SLH common stock, or by delivery of a cashless exercise; iii. unless statement of ownership pursuant to subsection (d) next above, a Grantee may pay the Administrator determines otherwise, by surrender to the Company of exercise price for shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect as to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock exercised by surrendering his right to exercise a portion of the Company as payment unless you have held such stock Option equal in value to said exercise price. The Grantee would then receive a certificate for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless issuable pursuant to the Administrator determines otherwiseGrantee's exercise of the Option, reduced by a number of shares with an aggregate Fair Market Value equal to the Company withholding from the exercise price, which latter number of shares of Common Stock otherwise issuable would be deemed purchased pursuant to you upon the exercise of the Option and thus no longer available under the Plan. (f) In the event the Grantee pays the Option exercise price by delivery of a notarized statement of ownership or by surrendering his right to exercise a portion thereofof the Option, as described in subsections (d) and (e) next above, the whole number of shares remaining subject to the Option shall be reduced not only by the number of new shares issued upon exercise of the Option but also by the number of previously owned shares listed on the notarized statement of ownership and deemed to be surrendered as payment of the exercise price or, as applicable, by the number of shares in connection with a Fair Market Value which the Grantee has surrendered his right to exercise the Option. (g) The written notice of exercise will be effective and the Option shall be deemed exercised to the extent specified in the notice on the date of exercise equal to all or part that the written notice (together with required accompaniments respecting payment of the Exercise Price (rounded down, with any balance paid exercise price) is received by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date Secretary of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseSLH at its then executive offices during regular business hours.

Exercise. Subject to this Agreement (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” subject to the Company conditions set forth herein and in the applicable Warrant Certificate. Warrants may be exercised by their holders or its designee on a form specified redeemed by the Company as follows: Exercise of Warrants shall be accomplished upon surrender of the Warrant Certificate evidencing such Warrants, with the Form of Election to Purchase on or before the date reverse side thereof duly filled in and executed, to the Option expires. Unless Warrant Agent at its business office, together with payment to the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment Warrant Agent of the Exercise Price in full through one, or a combination, (as of the following payment methodsdate of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which method(s) shall the Company may be indicated required by law to collect in the Notice respect of Exercise: i. cashier's or certified check in the amount such exercise. Payment of the Exercise Price and other amounts may be made by wire transfer of good funds, or by certified or bank cashier's check, payable in lawful money of the United States of America to the order of the Warrant Agent, who shall in turn make prompt payment to the Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a Warrant. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and upon exercise thereof, the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of the securities issued thereby as of the close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised in the manner described in this subsection (a), the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause payment in cash or by check made payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) , equal to the Exercise Price of such Warrants, to be deposited promptly in the Company's bank account or paid directly to the Company, as specified by the Company. (a) The Company shall engage the Representatives as Warrant solicitation agents, and, at any time upon the valid exercise of any Warrants after one year from the date hereof, excluding any Warrant (i) exercise at a time when the Exercise Price exceeds the Market Price, for (ii) held in a discretionary account or (iii) exercised in an unsolicited transaction, the Shares with respect Company shall instruct the Warrant Agent to, and the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Representatives of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Exercise Price, but in no event later than five business days after the last day of the calendar week in which the Option is being exercisedsuch funds were tendered), as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender remit to the Company of shares of Common Stock with a Fair Market Value on the date of exercise Representatives an amount equal to all or part five percent (5%) of the Exercise Price (with any balance paid by cash or check or, of such Warrants then being exercised unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for Representatives shall have notified the Shares Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Exchange Act, or the rules and regulations of the Nasdaq or applicable state securities or "blue sky" laws, or the Warrants are those underlying the Representatives' Warrants in which event, the Option is being exercisedWarrant Agent shall have to pay such amount to the Company; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereofthat, the date of exercise Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's obligation to make such payments shall be suspended until the date amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of delivery of amount) shall be made not less frequently than monthly. Notwithstanding the foregoing, the Representatives shall be entitled to receive the commission contemplated by this Section 4(b) as Warrant solicitation agent only if: (Ai) the duly executed Notice Representatives have provided actual services in connection with the solicitation of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option a Warrant by a Registered Holder and (or portion thereofii) the whole number of shares with Registered Holder exercising a Fair Market Value Warrant affirmatively designates in writing on the date of exercise equal to all or part form on the reverse side of the Exercise Price Warrant Certificate that the exercise of such Registered Holder's Warrant was solicited by the Representatives. (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. a) The Company shall not be obligated required to issue fractional shares on the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants presented. If any shares fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current Market Price of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on a national securities exchange, or is traded on Nasdaq, the current market value of a share of Common Stock until you have paid shall be the total Exercise Price closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges or Nasdaq which had the highest average daily trading volume for that number the Common Stock on such day; or (1) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the over-the-counter market, the current market value of shares a share of Common Stock you have elected shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to purchase. Shares the date of exercise of the Warrants; or (1) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock will shall be issued an amount, not less than the book value thereof as soon as is practical after of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the members of the Board of Directors of the Company exercising good faith and using customary valuation methods.

Exercise. Subject This Warrant may be exercised by the Holder hereof (but only on the conditions herein set forth) as to this Agreement and all or any increment or increments of One Hundred (100) Shares (or the Planbalance of the Shares if less than such number), unless the Administrator determines otherwise, you may upon delivery of written notice of intent to exercise the Option only by a written “Notice of Exercise” to the Company at the following address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ or its designee on such other address as the Company shall designate in a form specified written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) by the surrender of a portion of this Warrant having a fair market value equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company on 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 before certificates for the date total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder (subject to Sections 4 and 5 hereof). If this Warrant shall be exercised with respect to less than all of the Option expires. Unless Shares, the Administrator determines otherwise, each such Notice must: a. state your election Holder shall be entitled to exercise the Option and receive a new Warrant covering the number of Shares with in respect to of which you are exercising the Option; b. be signed by you or, if you this Warrant shall not have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methodsbeen exercised, which method(s) new Warrant shall in all other respects be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable identical to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of ExerciseWarrant. The Company shall not covenants and agrees that it will pay when due any and all state and federal issue taxes (exclusive of any taxes based upon the income of Holder) which may be obligated to issue payable in respect of the issuance of this Warrant or the issuance of any shares Shares upon exercise of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisethis Warrant.

Exercise. Subject to this Agreement (1) Warrants in denominations of one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” subject to the Company or its designee conditions set forth herein (including the provisions set forth in Section 5 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on a the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form specified thereon duly executed by the Company Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Company. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on or before the date Exercise Date. If more than one Warrant Certificate shall be exercised at one time by the Option expires. Unless the Administrator determines otherwisesame Registered Holder, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value which shall be issuable upon exercise thereof shall be computed on the date of exercise equal to all or part basis of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock aggregate number of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the full shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwisein any event with ten business days after such date, by the Company withholding from shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock otherwise issuable deliverable upon such exercise, and the Company shall deliver the same to you the person or persons entitled thereto. (b) The Company shall be not obligated to issue any fractional share interests or fractional Warrant interests upon the exercise of the Option (any Warrant or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded downWarrants, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise nor shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fraction equal to or greater than one-half shall be rounded up to the next full share or Warrant, as the case may be, any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will fraction less than one-half shall be issued as soon as is practical after exerciseeliminated.

Exercise. Subject (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the Planperson entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant, unless and promptly after clearance of checks received in payment of the Administrator determines otherwisePurchase Price pursuant to such Warrants, you may cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of ▇▇▇▇▇ or such other investment banks and brokerage houses as the Company shall approve, certificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the Option only by a written “Notice of Exercise” funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; andmay direct in writing. d. be accompanied by payment (b) If on the Exercise Date in respect of the Exercise Price in full through oneexercise of any Warrant, or a combination, of (i) the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order market price of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on is greater than the date of exercise equal to all or part then Purchase Price of the Exercise Price Warrant, (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn inii) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option Warrant was solicited by a member of the National Association of Securities Dealers, Inc. (or portion thereof"NASD"), (iii) the whole number Warrant was not held in a discretionary account, (iv) disclosure of shares with a Fair Market Value on compensation arrangements was made both at the date of exercise equal to all or part time of the Exercise original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the receipt of the proceeds upon exercise of the Warrant(s) so exercised shall pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Purchase Price to ▇▇▇▇▇ (rounded down, with any balance paid by cash or check or, unless of which a portion may be reallowed to the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of dealer who solicited the exercise). For purposes hereofWithin five days after exercise the Warrant Agent shall send ▇▇▇▇▇ a copy of the reverse side of each Warrant exercised. ▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, ▇▇▇▇▇ may at any time during business hours, examine the date records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of ▇▇▇▇▇. Market price shall be determined in accordance with the date provisions of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseSection 10.

Exercise. Subject This Warrant may be exercised, in whole or in part, at any time and from time to this Agreement and time during the Plan, unless the Administrator determines otherwise, you may Exercise Period. Such exercise the Option only shall be accomplished by a written “Notice of Exercise” tender to the Company or its designee on a form specified of an amount equal to the Exercise Price multiplied by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising underlying shares being purchased (the Option; b. be signed by you or“Purchase Price”), if you have died or become disabledeither (i) in cash, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied wire transfer or by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price or bank cashier’s check, payable to the order of the Company; , or (ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to ) by a licensed broker acceptable to the Company “Cashless Exercise” as your agent set forth in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise PriceSection 2(b), for the Shares together with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by presentation and surrender to the Company of shares of Common Stock this Warrant with a Fair Market Value on an executed subscription agreement in substantially the date of exercise equal to all or part form attached hereto as Exhibit A (the “Subscription”). Upon receipt of the Exercise Price (with any balance paid by cash or check orforegoing, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company will deliver to the Holder, as payment unless you have held such stock for more than six months before the surrender. For purposes hereofpromptly as possible, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from certificate or certificates representing the shares of Common Stock otherwise issuable so purchased, registered in the name of the Holder or the Holder’s transferee (as permitted under Section 3 below). With respect to you upon the any exercise of this Warrant, the Option (or portion thereof) Holder will for all purposes be deemed to have become the whole holder of record of the number of shares with a Fair Market Value of Common Stock purchased hereunder on the date of exercise equal to all or part the Subscription has been properly executed and payment of the Purchase Price have both been received by the Company (the “Exercise Price (rounded downDate”), with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date irrespective of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice certificate evidencing such shares of Exercisethe Common Stock, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company shall not be obligated to issue any Fractional shares of Common Stock until you will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have paid been issued but for the total immediately preceding sentence, the Holder will be entitled to receive cash equal to the current market price of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Price for that Date. In the event this Warrant is exercised in part, the Company shall issue a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”) to the Holder covering the aggregate number of shares of Common Stock you have elected as to purchase. Shares of Common Stock will be issued as soon as is practical after exercisewhich this Warrant remains exercisable.

Exercise. Subject This Warrant may be exercised, in whole or in part, at any time and from time to this Agreement and time during the Plan, unless the Administrator determines otherwise, you may Exercise Period. Such exercise the Option only shall be accomplished by a written “Notice of Exercise” tender to the Company or its designee on a form specified of an amount equal to the Exercise Price multiplied by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising underlying shares being purchased (the Option; b. be signed by you or“Purchase Price”), if you have died or become disabledeither (a) in cash, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied wire transfer or by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price or bank cashier’s check, payable to the order of the Company; ii. direction to the Company through your Notice , or (b) by surrendering such number of Exercise to send the share certificates to be issued under shares of Common Stock received upon exercise of this Option to a licensed broker acceptable to the Company Warrant with an aggregate Fair Market Value (as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalentsdefined below) equal to the Exercise PricePurchase Price (as described in the following paragraph, for the Shares a “Cashless Exercise”), together with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by presentation and surrender to the Company of shares of Common Stock this Warrant with a Fair Market Value on an executed subscription agreement in substantially the date of exercise equal to all or part form attached hereto as Exhibit A (the “Subscription”). Upon receipt of the Exercise Price (with any balance paid by cash or check orforegoing, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company will deliver to the Holders, as payment unless you have held such stock for more than six months before the surrender. For purposes hereofpromptly as possible, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from certificate or certificates representing the shares of Common Stock otherwise issuable so purchased, registered in the name of the Holders or its transferee (as permitted under Section 3 below). With respect to you upon the any exercise of this Warrant, the Option (or portion thereof) Holders will for all purposes be deemed to have become the whole holder of record of the number of shares with a Fair Market Value of Common Stock purchased hereunder on the date of exercise equal the Subscription has been properly executed and delivered to all or part the Company and payment of the Purchase Price has been received by the Company (the “Exercise Price (rounded downDate”), with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date irrespective of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice certificate evidencing such shares of Exercisethe Common Stock, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company shall not be obligated to issue any Fractional shares of Common Stock until you will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have paid been issued but for the total immediately preceding sentence, the Holders will be entitled to receive cash equal to the current Fair Market Value (as defined below) of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Price for that Date. In the event this Warrant is exercised in part, the Company shall issue a new Warrant to the Holders covering the aggregate number of shares of Common Stock you have elected as to purchase. Shares of Common Stock will be issued as soon as is practical after exercisewhich this Warrant remains exercisable for.

Exercise. Subject The purchase rights represented by this Warrant are exercisable by the Warrantholder, in whole or in part, at any time, or from time to this Agreement and time during the Planperiod set forth in Section 1 above, unless by tendering the Administrator determines otherwise, you may Company at its principal office a notice of exercise in the Option only by a written “form attached hereto as Exhibit A (the "Notice of Exercise” to "), duly completed and executed. Upon receipt of the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option of Exercise and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through oneaccordance with the terms set forth below, or the Company will issue to the Warrantholder a combination, certificate for the number of shares of Stock of the following payment methods, which method(s) shall be indicated in Company purchased and will execute the Notice of Exercise: i. cashier's Exercise indicating the number of shares of Stock which remain subject to future purchases, if any. The person or certified check persons in whose name(s) any certificate(s) representing shares of Stock will be issued upon exercise of this Warrant will be deemed to have become the amount holder(s) of, the Shares represented thereby (and such shares will be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share rights represented by this Warrant, certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares so purchased will be delivered to the Warrantholder or its designee as soon as practical and in any event within thirty (30) days after receipt of such notice and, unless this Warrant has been fully exercised or expired, a new Warrant representing the remaining portion of the Shares, if any, with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender this Warrant will not then have been exercised will also be issued to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued Warrantholder as soon as is practical after exercisepossible and in any event within such thirty (30) day period.

Exercise. Subject This Warrant may be exercised at any time or from time to this Agreement time from and after the PlanOriginal Issuance Date and before 5:00 p.m., unless the Administrator determines otherwiseEastern Time, you may exercise the Option only by a written “Notice of Exercise” to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price Expiration Date, on any Business Day (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to youas hereinafter defined), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that full number of shares of Common Stock you have elected called for hereby, by surrendering it at the principal office of the Company (currently 101 Hangar Road, Wilkes Barre/Scranton International Airport, Avoca, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇) ▇▇▇h the subscription form duly executed, together with payment in an amount equal to purchase. Shares (a) the number of shares of Common Stock will called for on the face of this Warrant, as adjusted in accordance with Section 4 of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price shall be made by payment in immediately available funds. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as soon provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as is practical the holder of such shares of record as of the close of business on such date. Within three (3) Business Days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Market Price during the five (5) consecutive Trading Days preceding the date of exercise of one (1) full share of Common Stock.

Exercise. Subject to this Agreement the provisions of Sections 4, 7 and 8, the PlanWarrants, unless the Administrator determines otherwise, you may exercise the Option only when evidenced by a written “Notice of Exercise” to Warrant Certificate, may be exercised at a price (the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the "Exercise Price") of $3.50 per share, for the Shares with respect to which the Option is being exercisedin whole or in part, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value commencing on the date of exercise equal issuance (the "Initial Exercise Date") and terminating on July 31, 2004, unless extended by the Company's Board of Directors (the "Exercise Period"), at any time during such period that the Company's Registration Statement with respect to all or part the Warrant Shares is effective and current. The Company shall promptly notify the Warrant Agent of the effectiveness of such Registration Statement, any suspension of effectiveness and of any such extension of the Exercise Price Periods. 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 for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with any balance paid payment to the Warrant Agent at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, (the "Corporate Office") or such other place as designated by the Company, in cash or check orby official bank or certified check, unless of an amount equal to the Administrator determines otherwiseaggregate Exercise Price, deducted from salary or other amounts payable to you), for in lawful money of the United States of America. Unless Warrant Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in Section 4 have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as payment unless you have held such stock for more than six months before to whether to return the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise Warrant and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the pertinent Exercise Price (rounded down, with any balance paid by cash to the exercising Registered Holder or check or, unless to hold the Administrator determines otherwise, deducted from salary or other amounts payable to you on same until all such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exerciseconditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefor and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the pertinent Exercise Price to be promptly made to the order of the Company. Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into a segregated account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the shareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. A detailed accounting statement relating to the number of shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for the Company's use during the exercise periods. A complete accounting will be made by the Warrant Agent to the Company concerning all persons exercising Warrants, the number of shares issued and the amounts paid at the completion of the Exercise Period. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and purchased the shares of Common Stock until you have paid prior to the total Exercise Price record date fixed by the Board of Directors of the Company for that number the determination of shares holders of Common Stock you have elected entitled to purchase. Shares of Common Stock will be issued as soon as is practical after exercisesuch dividend or other right.

Exercise. Subject (a) Each of the Warrants may be exercised upon the earliest to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by occur of: (i) a written “Notice of Exercise” Corporate Transaction with respect to the Company or its designee on a form specified Stellex Industries, (ii) an IPO by the Company, Stellex Industries or an Intermediate Holding Company, (iii) the date which is 60 days prior to the Expiration Date. In order to exercise any Warrant, in whole or in part, the Holder will deliver to the Company at the address designated by the Company on or before pursuant to Section 6.04, (i) a written notice of the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your Holder's election to exercise the Option and such Warrant, which notice will specify the number of Warrant Shares with respect to which you are exercising be purchased pursuant to such exercise, (ii) payment of the Option; b. Exercise Price, in an amount equal to the aggregate purchase price for all Warrant Shares to be signed by you orpurchased pursuant to such exercise, if you have died or become disabledand (iii) the Warrant. Upon receipt of such notice, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. will, as promptly as practicable, and in any event within ten (10) Business Days, execute, or cause to be accompanied by executed, and deliver to the Holder a certificate or certificates representing the aggregate number of full shares of Class B Common Stock and/or Other Securities issuable upon such exercise, as provided in this Agreement. The stock certificate or certificates so delivered will be in such denominations as may be specified in such notice and will be registered in the name of the Holder. A Warrant will be deemed to have been exercised, such certificate or certificates will be deemed to have been issued, and the Holder will be deemed to have become a holder of record of such shares for all purposes, as of the date that such notice, together with payment of the Exercise Price and the Warrant, is received by the Company. If the Warrant has been exercised in full through onepart, the Company will, at the time of delivery of such certificate or certificates, deliver to the Holder a combination, new Warrant evidencing the rights of the following payment methods, which method(s) shall be indicated in the Notice Holder to purchase a number of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Warrant Shares with respect to which the Option is being Warrant has not been exercised, as part which new Warrant will, in all other respects, be identical with the Warrants, or, at the request of a cashless exercise; iii. unless the Administrator determines otherwiseHolder, by surrender appropriate notation may be made on the Warrant and the Warrant returned to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part Holder. (b) Payment of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisemade by company or individual check or certified or official bank check.

Exercise. Subject This Warrant may be exercised by the Holder hereof (but only on the conditions herein set forth) as to this Agreement and all or any increment or increments of One Hundred (100) Shares (or the Planbalance of the Shares if less than such number), unless the Administrator determines otherwise, you may upon delivery of written notice of intent to exercise the Option only by a written “Notice of Exercise” to the Company at the following address: 745 Birginal Drive, Bensenville, IL 6010-1212 or its designee on such other address as the Company shall designate in a form specified written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) by the surrender of a portion of this Warrant having a fair market value equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company on 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 before certificates for the date total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder (subject to Sections 4 and 5 hereof). If this Warrant shall be exercised with respect to less than all of the Option expires. Unless Shares, the Administrator determines otherwise, each such Notice must: a. state your election Holder shall be entitled to exercise the Option and receive a new Warrant covering the number of Shares with in respect to of which you are exercising the Option; b. be signed by you or, if you this Warrant shall not have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methodsbeen exercised, which method(s) new Warrant shall in all other respects be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable identical to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of ExerciseWarrant. The Company shall not covenants and agrees that it will pay when due any and all state and federal issue taxes (exclusive of any taxes based upon the income of Holder) which may be obligated to issue payable in respect of the issuance of this Warrant or the issuance of any shares Shares upon exercise of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisethis Warrant.

Exercise. Subject The rights represented by this Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to this Agreement the Company at its address set forth on the signature page hereto (or at such other address as it may designate by notice in writing to the Holder): (A) An executed Notice of Exercise in the form attached hereto; (B) Payment of the Exercise Price either (i) in cash or by check or (ii) pursuant to Section 2.2 below; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (C) This Warrant. Execution and delivery of the PlanNotice of Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares, unless if any. Certificates for shares purchased hereunder shall be transmitted by the Administrator determines otherwisetransfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system, you may exercise and otherwise by physical delivery to the Option only address specified by a written “the Holder in the Notice of Exercise within three business days from the delivery to the Company of the Notice of Exercise” , surrender of this Warrant and payment of the aggregate Exercise Price as set forth above. This Warrant shall be deemed to the Company or its designee have been exercised on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, Exercise Price is received by the party entitled Company. The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the Option; c. contain holder of record of such representations as shares on the Company reasonably requires; and d. be accompanied by date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Subject to the final sentence of this paragraph, Section 2.3 below and to the extent permitted by law, the Company’s obligations to issue and deliver Exercise Shares in full through oneaccordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or a combinationany setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction any obligation to the Company through your Notice or any violation or alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable Shares. The Holder shall, subject to the Company as your agent following proviso, have the right to pursue any remedies available to it hereunder, at law or in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Priceequity including, for the Shares without limitation, a decree of specific performance and/or injunctive relief with respect to which the Option is being exercised, Company’s failure to timely deliver Exercise Shares upon exercise of this Warrant as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender required pursuant to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercisedterms hereof; provided, however, that you notwithstanding anything to the contrary in this Warrant or in the Purchase Agreement, if the Company is unable to deliver Exercise Shares upon exercise of this Warrant as required pursuant to the terms hereof because the exercise of this Warrant is prior to the Stockholder Approval Date (as defined in Section 2.3 below) and such exercise would result in a violation of the Warrant Exercise Cap, the Company shall have no obligation to pay to the Holder any cash or other consideration or otherwise “net cash settle” this Warrant. Except for cash in lieu of fractional shares as provided in Section 5, this Warrant may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, settled by the Company withholding from for cash to the shares Holder in lieu of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseStock.

Exercise. Subject (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the Planperson entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, unless upon exercise thereof, as of the Administrator determines otherwise, you may exercise close of business on the Option only by a written “Notice of Exercise” to the Company or its designee on a form specified Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the Company on or before the date the Option expires. Unless the Administrator determines otherwisesame Registered Holder, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to full shares of Common Stock which you are exercising shall be issuable upon exercise thereof shall be computed on the Option; b. be signed by you orbasis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if you one or more Warrants have died been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or become disabled, by the party persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Option; c. contain such representations as Warrant Agent shall promptly notify the Company reasonably requires; and d. be accompanied by payment in writing of such fact and of the Exercise Price number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount in full through one, cash or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified by check in the amount of the Exercise Price made payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) , equal to the Exercise Price, for to be deposited promptly in the Shares with respect to which the Option is being exercised, as part of a cashless exercise;Company's bank account. iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn inb) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated required to issue fractional shares on the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants presented. If any shares fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed or admitted to unlisted trading privileges on one or more national securities exchanges and/or is quoted through the Nasdaq Stock Market, the current market value of a share of Common Stock until you have paid shall be the total Exercise Price closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges or stock market had the highest daily trading volume for that number the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange and is not quoted through the Nasdaq Stock Market, but is traded in the over-the-counter market, the current market value of shares a share of Common Stock you have elected shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. (or any successor) on the last business day prior to purchase. Shares the date of exercise of the Warrants; or (3) If neither clause (1) nor clause (2) immediately above is applicable, the current market value of a share of Common Stock will shall be issued an amount, not less than the book value thereof as soon as is practical after of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the Board of Directors of the Company exercising good faith and using customary valuation methods.

Exercise. Subject (a) Each Class D Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein and in the applicable Warrant Certificate. A Class D Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party person entitled to exercise receive the Option; c. contain securities deliverable upon such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be treated for all purposes as the date holder of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you those securities upon the exercise of the Option (Class D Warrant as of the close of business on the Exercise Date. As soon as practicable on or portion thereof) after the whole number Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of shares with a Fair Market Value on Class D Warrant and shall notify the Company in writing of the exercise of the Class D Warrants. Promptly following, and in any event within five days after the date of exercise equal to all or part such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Class D Warrants of the Registered Holder). In the case of payment made in the form of a check drawn on an account of Paramount or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company nor any delay. Upon the exercise of any Class D Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Class D Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to the provisions of Subsections 4(b) and 4(c). (b) On the Exercise Date in respect of the exercise of any Class D Warrant, the Warrant Agent shall, simultaneously with the distribution of the Warrant Proceeds to the Company, on behalf of the Company, pay from the Warrant Proceeds, a fee of 5% (the "Paramount Fee") of the Purchase Price to Paramount for Class D Warrant exercises solicited by Paramount or its representatives (rounded downof which a portion may be reallowed by Paramount to the dealer who solicited the exercise, with which may also be Paramount). In the event the Paramount Fee is not received within seven days of the date on which the Company receives Warrant Proceeds, then the Paramount Fee shall begin accruing interest at an annual rate 300 basis points above prime payable by the Company to Paramount at the time Paramount receives the Paramount Fee. Within Five days after exercise the Warrant Agent shall send Paramount a copy of the reverse side of each Class D Warrant exercised. In addition, Paramount and the Company may at any balance paid time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Class D Warrants. Paramount is intended by cash the parties hereto to be, and is, a third-party beneficiary of this Agreement. The provisions of this paragraph may not be modified, amended or check ordeleted without the prior written consent of Paramount. In addition to the foregoing, any costs incurred by Paramount shall be promptly reimbursed by the Company. (c) In order to enforce the provisions of Subsection 4(b) above, in the event there is any dispute or question as to the amount or payment of the Paramount Fee, the Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Administrator determines otherwiseCompany establishes an escrow account for the purpose of depositing the entire amount of the unpaid Paramount Fee claimed by Paramount, which amount will be deducted from salary or other amounts payable the net Warrant Proceeds to you on such date of exercise). For purposes hereof, be paid to the date of exercise shall be the date of delivery of the duly executed Notice of ExerciseCompany. The Company shall funds placed in the escrow account may not be obligated released to issue the Company without a written agreement from Paramount that the required Paramount Fee has been received by Paramount. Paramount shall promptly notify the Warrant Agent by facsimile and certified mail in the event of any shares of Common Stock until you have paid such dispute or when the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseParamount Fee has been paid.

Exercise. Subject (a) This Warrant is exercisable at the option of the holder of record hereof, at any time or from time to this Agreement and the Plantime, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” up to the Company Expiration Date for all or any part of the Warrant Shares (but not for a fraction of a share) which may be purchased hereunder. The Issuer agrees that the common shares of beneficial interest of the Issuer ("Common Shares") purchased under this Warrant shall be and are deemed to be issued to the Warrantholder hereof as the record owner of such shares as of the close of business upon surrender to the Issuer at its designee on principal office (or at such other location as the Issuer may advise the Warrantholder in writing) of this Warrant together with a properly completed notice in the form specified attached as Annex A hereto ("Exercise Notice") and, if applicable, upon payment in cash or by check of the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and aggregate Exercise Price for the number of Shares with respect to shares for which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option Warrant is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all The Issuer shall pay any applicable documentary or part of the Exercise Price (with transfer tax and any balance paid by cash other taxes or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercisedgovernmental charges; provided, however, that you the Issuer shall not be required to pay any tax or taxes or other charges which may not surrender (turn in) previously held or owned Common Stock be payable in respect of any transfer involved in the issue of any Warrant Shares in a name other than that of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance registered holder of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you Warrant Share surrendered upon the exercise of this Warrant, and the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company Issuer shall not be obligated required to issue or deliver such Warrant Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Issuer the amount of such tax or shall have established to the satisfaction of the Issuer that such tax has been paid; provided further, that, the Warrantholder shall pay any income taxes which the Issuer may be required by law to collect in respect of such exercise. Certificates for the shares of Warrant Shares so purchased, together with any other securities or property to which the Warrantholder hereof is entitled upon such exercise, shall be delivered to the Warrantholder hereof by the Issuer within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Issuer shall cancel this Warrant and execute and deliver a new Warrant of like tenor for the balance of the shares purchasable under this Warrant surrendered upon such purchase to the Warrantholder hereof within a reasonable time. Each stock certificate shall be registered in the name of the Warrantholder. All certificates representing Warrant Shares shall bear the legend described in Section 0 below and any other legends generally placed on certificates for Common Stock until you have paid Shares, including a legend provided for in the total Exercise Price Declaration of Trust with regard to restrictions on transferability for that number the purpose of shares the Issuer's maintenance of Common Stock you have elected its status as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended, and to purchase. prohibit exceeding the ownership limits set forth in the Issuer's Declaration of Trust, and the transfer and/or sale of any Warrant Shares so issued shall be limited in the manner and to the extent provided by such legends and ownership limits and the Declaration of Common Stock will be issued as soon as is practical after exerciseTrust and bylaws of the Issuer.

Exercise. Subject (a) This Warrant may be exercised as to all or any lesser number of Shares covered hereby upon the surrender of this Agreement Warrant, with the Subscription Form attached hereto duly completed and executed, together with the Planfull purchase price in cash, unless the Administrator determines otherwiseor by certified or official bank check payable in United States Funds, you may exercise the Option only by a written “Notice for each Share of Exercise” to the Company as to which this Warrant is exercised, at the principal office of the Company, or its designee on a form specified by at such other office or agency as the Company may designate, on or before the expiration date of this Warrant (such surrender and payment being hereinafter called the Option expires"exercise of this Warrant"). Unless As soon as practicable after the Administrator determines otherwiseexercise of this Warrant, each such Notice must: a. state your election the holder hereof shall be entitled to exercise the Option and receive a certificate or certificates for the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died purchased upon such exercise and a new Warrant or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment Warrants representing any unexercised portion of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) this Warrant. This Warrant shall be indicated cancelled upon such exercise. Each person in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be whose name any certificate for Shares is issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Priceshall, for all purposes, be deemed to have become the holder of record of such Shares with respect to which at the Option is being exercised, as part close of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value business on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check orthis Warrant, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock irrespective of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) such certificates, except that if the duly executed Notice of Exercise and (B) the shares tendered for payment transfer books of the Exercise Price; ivCompany are closed on such date, such person shall be deemed to have become the holder of record of such Shares at the close of business on the next succeeding date on which the transfer books are open. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you Nothing in this Warrant shall be construed as conferring upon the exercise holder hereof any rights as a shareholder of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseCompany.

Exercise. Subject 4.01 During the period that the Option is exercisable, it may be exercised in full or in part by Grantee or, in the event or Grantee’s death, by the person or persons to this Agreement whom the Option was transferred by will or the laws of decent and distribution, by delivering or mailing written notice of the Plan, unless exercise to the Administrator determines otherwise, you may Secretary of Syntroleum. The written notice shall be signed by each person entitled to exercise the Option only and shall specify the address and Social Security number of each such person. If any person other than Grantee purports to be entitled to exercise all or any portion of the Option, the written notice shall be accompanied by a written “Notice proof, satisfactory to Syntroleum, of Exercise” that entitlement. 4.02 Subject to the Company provisions of Section 4.04 and 4.05, the written notice shall be accompanied by full payment of the exercise price for the shares as to which the Option is exercised either (i) in cash, (ii) in shares of Common Stock evidenced by certificates either endorsed or its designee with stock powers attached transferring ownership to Syntroleum, with the aggregate Fair Market Value (as defined in the Plan) equal to said exercise price on a form specified by the Company on or before the date the Option expires. Unless written notice is received by the Administrator determines otherwiseSecretary, each or (iii) in any combination of cash and such Notice must:shares. a. state your election to 4.03 Notwithstanding the provisions of Section 4.02, shares acquired through the exercise of an ISO granted under the Plan may be used as payment at exercise under this Agreement only if such shares have been held for at least 12 months following such acquisition. 4.04 In lieu of payment of the exercise price by way of delivery of certificate(s) evidencing shares of Common Stock, Grantee may furnish a notarized statement reciting the number of shares being purchased under the Option and the number of Shares with respect to Syntroleum shares owned by Grantee which you are exercising the Option; b. may be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations freely delivered as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, all or a combination, portion of the following payment methodsexercise price, which method(s) shall be indicated in all pursuant to rules adopted by and subject to the Notice of Exercise: i. cashier's or certified check in the amount consent of the Exercise Price payable Committee. Subject to the order consent of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to Committee, Grantee will be issued under this Option to a licensed broker acceptable to certificate for new shares of Common Stock representing the Company number of shares as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless less the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon described in the notarized statement as constituting payment under the Option. 4.05 In the event Grantee pays the Option exercise; or v. unless exercise price by delivery of a notarized statement of ownership or by surrendering his right to exercise a portion of the Administrator determines otherwiseOption as described in Sections 4.04 and 4.05, the number of shares remaining subject to the Option shall be reduced not only by the Company withholding from the number of new shares of Common Stock otherwise issuable to you issued upon the exercise of the Option (or portion thereof) but also by the whole number of previously owned shares listed on the notarized statement of ownership and deemed to be surrendered as payment of the exercise price or, as applicable, by the number of shares in connection with a Fair Market Value which Grantee has surrendered his right to exercise the Option. 4.06 The written notice of exercise will be effective and the Option shall be deemed exercised to the extent specified in the notice on the date of exercise equal to all or part that the written notice (together with required payment of the Exercise Price (rounded down, with any balance paid exercise price) is received by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date Secretary of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseSyntroleum at its executive offices during regular business hours.

Exercise. Subject to the provisions of this Agreement and the PlanAgreement, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” upon surrender to the Company or at its designee on principal office of a Warrant Certificate with the Election to Purchase substantially in the form specified by attached as Annex II to such Warrant Certificate duly executed, together with payment in accordance with the last sentence of this Section 4(b) of the applicable Exercise Price then in effect (the date of such surrender, the “Exercise Date”), the Company on shall issue and deliver promptly to the registered holder of such Warrant Certificate, a certificate or before certificates for the Warrant Shares or other securities or property to which the registered holder is entitled, registered in the name of such registered holder or, upon the written order of such registered holder, in such name or names as such registered holder may designate. Any certificate or certificates representing Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the holder of record of the Warrant Shares as of the date of the Option expiressurrender of such Warrant Certificate (together with such duly executed Form of Election to Purchase) and payment of the Exercise Price. Unless Payment of the Administrator determines otherwiseapplicable Exercise Price with respect to an exercise of Warrant pursuant to this Section 4(b) shall be made, each such Notice must: a. state your election to exercise at the Option and holder’s option, (x) in cash or (y) without the payment of cash, by reducing the number of Shares with respect shares of Class C Common Stock obtainable upon the exercise of such Warrant (an exercise as provided under this clause (y), a “Cashless Exercise”) so as to which you are exercising yield a number of shares of Class C Common Stock issued upon the Option; b. be signed by you or, exercise of such Warrant equal to the product of (A) the number of shares of Class C Common Stock that would have been issued if you have died or become disabled, by the party entitled to exercise Warrant being exercised had been exercised upon the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by full payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) a fraction, the shares tendered for payment numerator of which is the excess of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership current market price per share of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of applicable Exercise Date (determined in accordance with Section 7(f)) over the Exercise Price (rounded down, with any balance paid by cash or check or, unless as of such Exercise Date and the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date denominator of exercise). For purposes hereof, which is the date of exercise shall be the date of delivery current market price per share of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total as of such Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseDate (determined in accordance with Section 7(f)).

Exercise. Subject (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the Planperson entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, unless the Administrator determines otherwiseWarrant Agent shall deposit the proceeds received from the exercise of a Warrant, you may and promptly after clearance of checks received in payment of the Purchase Price pursuant to such Warrants, cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of ▇▇▇▇▇ or such other investment banks and brokerage houses as the Company shall approve, certificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the Option only by a written “Notice of Exercise” funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or its designee on a form specified by as the Company may direct in writing. (b) If on the Exercise Date in respect of the exercise of any Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such regulation or before any successor regulation or rule may be in effect as of such time of exercise) promulgated under the date Securities Exchange Act of 1934, then the Option expiresWarrant Agent, simultaneously with the receipt of the proceeds upon exercise of the Warrant(s) so exercised shall pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Purchase Price to ▇▇▇▇▇ (of which a portion may be reallowed to the dealer who solicited the exercise). Unless the Administrator determines otherwise, each such Notice must: a. state your election to Within five days after exercise the Option and Warrant Agent shall send ▇▇▇▇▇ a copy of the reverse side of each Warrant exercised. ▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, ▇▇▇▇▇ may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of ▇▇▇▇▇. Market price shall be determined in accordance with the provisions of Section 10. (c) The Registered Holder may, at its option, exchange this Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabledthis Section (4)(c), by surrendering the party entitled to exercise Warrant Certificate at the Option; c. contain such representations as principal office of the Company reasonably requires; and d. be or at the office of its stock transfer agent, accompanied by payment a notice stating such Registered Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the Exercise Price in full through one, or a combination, date on which the Registered Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the following payment methods, which method(s) shall be indicated date specified in the Notice of Exercise: i. cashier's or certified check in Exchange or, if later, the amount date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the Exercise Price payable shares remaining subject to such Warrant, shall be issued as of the Exchange Date and delivered to the order Registered Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of the Company; ii. direction Warrant Shares (rounded to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalentsnext highest integer) equal to (i) the Exercise Price, for number of Warrant Shares specified by the Registerd Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares with respect equal to which the Option is being exercised, as part quotient obtained by dividing (A) the product of the Total Number and the existing Purchase Price by (B) the current market value of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares share of Common Stock with a Fair Market Value on Stock. Current market value shall have the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check ormeaning set forth Section 10(a) hereof, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), except that for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (Aexercise, as used in such Section 10(a) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, shall mean the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseExchange Date.

Exercise. For purposes of this Agreement, the Option Shares shall be deemed "Nonvested Shares" unless and until they have become "Vested Shares." The Option shall in all events terminate at the close of business on the tenth (10) anniversary of the date of this Agreement. Subject to this Agreement other terms and conditions set forth herein, the Option may be exercised in cumulative installments as follows: Option Shares shall constitute Vested Shares once they are exercisable. Subject to the relevant provisions and limitations contained herein and in the Plan, unless the Administrator determines otherwise, you may exercise the Option only by to purchase all or a written “Notice portion of Exercise” the applicable number of Vested Shares at any time prior to the Company or its designee on a form specified by the Company on or before the date termination of the Option expirespursuant to this Agreement. Unless the Administrator determines otherwise, each such Notice must: a. state your election In no event shall you be entitled to exercise the Option and the number for any Nonvested Shares or for a fraction of Shares with respect to which you are exercising the Option; b. be signed a Vested Share. Any exercise by you or, if of the Option shall be in writing addressed to the Secretary of the Company at its principal place of business. Exercise of the Option shall be made by delivery to the Company by you have died (or become disabled, by the party other person entitled to exercise the Option; c. contain such representations Option as provided hereunder) of (i) an executed "Notice of Exercise of Common Stock Option and Record of Common Stock Transfer," in the Company reasonably requires; and d. be accompanied form attached hereto as Exhibit A and incorporated herein by reference, and (ii) payment of the aggregate purchase price for shares purchased pursuant to the exercise. Payment of the Exercise Price may be made, at your election, (i) in full through onecash, by certified or official bank check or by wire transfer of immediately available funds, or a combination, of the following payment methods, which method(s(ii) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender delivery to the Company of a number of shares of Common Stock with having a Fair Market Value on fair market value as of the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless In the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, event that you shall cease to be employed by the Company withholding from or any Subsidiary or parent thereof for any reason other than Cause, your death or your "disability" (within the shares meaning of Common Stock otherwise issuable section 22(e)(3) of the Code), the Option may only be exercised within 90 days after the date on which you ceased to be so employed, and only to the same extent that you upon were entitled to exercise the exercise Option on the date on which you ceased to be so employed and had not previously done so. In the event that you shall cease to be employed by the Company or any Subsidiary or parent thereof due to a termination for Cause, no portion of the Option shall continue to be exercisable as of your date of termination. In the event that you shall cease to be employed by the Company or any Subsidiary or parent thereof by reason of "disability" (or portion thereofwithin the meaning of section 22(e)(3) of the whole number of shares with a Fair Market Value Code), the Option may only be exercised within one year after the date you ceased to be so employed, and only to the same extent that you were entitled to exercise the Option on the date on which you ceased to be so employed by reason of such disability and had not previously done so. In the event that you shall die while employed by the Company or any Subsidiary or parent thereof, the Option may be exercised at any time prior to its termination as provided in Section 2(a). In such event, the Option may be exercised during such period by the executor or administrator of your estate or by any person who shall have acquired the Option through bequest or inheritance, but only to the same extent that you were entitled to exercise equal the Option immediately prior to all the time of your death and you had not previously done so. If you are on leave of absence for any reason, the Company or part any other Subsidiary may, in its sole discretion, determine that you will be considered to still be in the employ of or providing services for the Company, provided that rights to the Option Shares will be limited to the extent to which those rights were earned or vested when the leave or absence began. The terms and provisions of an employment agreement, if any, between you and the Company or any Subsidiary (the "Employment Agreement") that relate to or affect the Option are incorporated herein by reference. Notwithstanding the foregoing provisions of this Section 2, in the event of any conflict or inconsistency between the terms and conditions of this Section 2 and the terms and conditions of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereofEmployment Agreement, the date terms and conditions of exercise the Employment Agreement shall be the date of delivery of the duly executed Notice of Exercisecontrolling. Transferability . The Company shall not be obligated to issue Option, and any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock rights or interests therein will be issued as soon as is practical after exercisetransferable by you only by will or the laws of descent and distribution.

Exercise. Subject (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) as to this Agreement and all or any increment or increments of the Plan, unless the Administrator determines otherwise, you may Warrant Shares upon delivery of written notice of intent to exercise the Option only by a written “Notice of Exercise” to the Company at the Company's address set forth below its signature below or its designee on a form specified by such other address as the Company on shall designate in a written notice to the Holder hereof, together with this Warrant and cash or before check payable to the date Company for the Option expiresaggregate Exercise Price of the Warrant Shares so purchased (the "Purchase Price"). Unless Upon exercise of this Warrant, the Administrator determines otherwiseCompany shall as promptly as practicable, each 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 Notice must: a. state your election names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to exercise less than all of the Option and Warrant Shares, the Holder shall be entitled to receive a new Warrant covering the number of Warrant Shares with in respect to of which you are exercising the Option; b. this Warrant shall not have been exercised. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment payable in respect of the Exercise Price in full through oneissuance of this Warrant or the issuance of any Warrant Shares upon exercise of this Warrant. (b) For purposes of this Warrant, or a combination, of "Common Stock" means the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereofCompany, the date and all other securities of exercise shall be the date any class of delivery of classes (Ahowever designated) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless Company the Administrator determines otherwiseholders of which have the right, attestation of ownership of Common Stock and issuance of without limitation as to amount, after payment on any securities entitled to a net number of shares preference on dividends or other distributions upon Option exercise; or v. unless the Administrator determines otherwiseany dissolution or winding up, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal either to all or part to a share of the Exercise Price (rounded downbalance of payments upon such dissolution, with any balance paid by cash liquidation or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisewinding up.

Exercise. Subject to this Agreement (a) Warrants in denominations of one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” subject to the Company or its designee conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on a the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form specified thereon duly executed by the Company Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by certified or bank check made payable to the Company, of an amount in lawful money of the United States of America equal to the applicable Exercise Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. If Warrants in denominations other than one or before whole number multiples thereof shall be exercised at one time by the date the Option expires. Unless the Administrator determines otherwisesame Registered Holder, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to full shares of Common Stock which you are exercising shall be issuable upon exercise thereof shall be computed on the Option; b. be signed by you orbasis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five Business Days after such date, if you one or more Warrants have died been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or become disabled, by the party persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Option; c. contain such representations as Warrant Agent shall promptly notify the Company reasonably requires; and d. be accompanied by payment in writing of such fact and of the Exercise Price number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments of an amount, in full through one, cash or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified by check in the amount of the Exercise Price made payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) , equal to the Exercise Price for such Warrants less any amount payable to the Representative under Section 4(b) below, to be deposited promptly in the Company's bank account. (b) At any time upon the exercise of any one or more Redeemable Warrants, the Warrant Agent shall, on a daily basis, within five Business Days after such exercise, notify the Representative, its successors or assigns of the exercise of any such Redeemable Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Exercise Price, for but in no event later than five Business Days after the Shares with respect to last day of the calendar week in which the Option is being exercisedsuch funds were tendered), as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender remit to the Company of shares of Common Stock with a Fair Market Value on the date of exercise Representative an amount equal to all or part five percent of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is of such Redeemable Warrants being then exercised; provided, however, that you may the Warrant Agent shall not surrender (turn inbe obligated to pay any amounts pursuant to this Section 4(b) previously held or owned Common Stock of during any week that such amounts payable are less than $1,000 and the Company as payment unless you have held Warrant Agent's obligation to make such stock for more than six months before payments to the surrender. For purposes hereof, the date of exercise Representative shall be suspended until the date amount payable aggregates $1,000; and provided, further, that, in any event, any such payment (regardless of delivery of (Aamount) shall be made not less frequently than monthly; and provided, further, that such remittance to the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable Representative shall not be made with respect to you upon the any exercise of any Redeemable Warrant (i) that has an Exercise Price greater than the Option (or portion thereof) the whole number of shares with a Fair Current Market Value Price on the date of exercise equal to all or part of exercise, (ii) if such Redeemable Warrant is held in a discretionary account at the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date time of exercise shall be and prior specific approval for exercise is not received from the date Registered Holder thereof, or (iii) if the exercise of delivery of such Redeemable Warrant was not solicited by the duly executed Notice of Exercise. Representative. (c) The Company shall not be obligated to issue any shares fractional share interests or fractional warrant interests upon the exercise of Common Stock until you have paid any Warrant or Warrants, but instead shall pay cash in lieu of fractional interests based upon the total Exercise Price current market value of any fractional shares. (d) The Warrant Agent shall retain for that number a period of shares two years from the date of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercise any Warrant Certificate received by it upon such exercise.

Exercise. (1) Subject to this Agreement and the Planlimitation set forth in subsection 4.1(2), unless holders of Warrants may at any time prior to the Administrator determines otherwise, you may Expiry Time exercise the Option only right thereby conferred to be issued Common Shares by a written “Notice of Exercise” surrendering to the Company Warrant Agent at its principal offices in Vancouver, British Columbia or its designee to any other person or at any other place designated by Crystallex with the approval of the Warrant Agent, during normal business hours on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each business day at such Notice mustplace: a. state your election (a) a certified cheque or bank draft payable to exercise the Option Warrant Agent in an amount equal to the product of the Exercise Price and the number of Shares with respect to which you are exercising the OptionWarrants being exercised; b. be signed by you or, if you have died or become disabled, by (b) the party entitled to exercise the OptionWarrant Certificate(s) evidencing such Warrants; c. contain (c) a duly completed and executed notice of exercise substantially in the form set out in Appendix 1 to such representations as the Company reasonably requiresWarrant Certificate(s); and d. (d) such other documents as may be accompanied contemplated by payment the Warrant Certificates(s). Notwithstanding the foregoing, a Warrantholder may exercise the Warrants by delivering to the Warrant Agent a facsimile transmission of copies of the documents referred to in (b) and (c) above and a wire transfer to an account of Crystallex in an amount equal to the product of the Exercise Price and the number of Warrants being exercised, provided that the originals of each of the documents referred to in full through one(b) and (c) above are received by the Warrant Agent or other person as may be designated herein within three business days of the date of such facsimile transmission. (2) Any certified cheque, bank draft or wire transfer, Warrant Certificate or notice of exercise referred to in subsection 4.1 (1) will be deemed to have been surrendered only on personal delivery thereof to, or, if sent by mail or other means of transmission, on actual receipt thereof by, the Warrant Agent or one of the other persons at the office or one of the other places specified in subsection 4.1 (1) provided however that if exercise is made by facsimile transmission as set out in subsection 4.1 (1) the documentation referred to therein will be deemed to be surrendered as at the date of the facsimile transmission in the event the original documentation referred to therein is received by the Warrant Agent or other person as designated therein within three business days of the date of the facsimile transmission. (3) Any notice of exercise referred to in subsection 4.1(1) must be signed by the Warrantholder, or a combinationsuch Warrantholder=s executors, of the following payment methods, which method(s) shall be indicated administrators or other legal representatives or his attorney duly appointed by an instrument in the Notice of Exercise: i. cashier's or certified check writing in the amount of the Exercise Price payable form and execution satisfactory to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates Warrant Agent, acting reasonably, and, if any Common Shares thereby issuable are to be issued under this Option to a licensed broker acceptable to person or persons other than the Company as your agent in exchange for Warrantholder, must specify the broker's tendering to name or names and the Company cash (address or acceptable cash equivalents) equal to addresses of each such person or persons and the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares number of Common Stock with a Fair Market Value on the date of exercise equal Shares to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable be issued to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held each such stock for person if more than six months before one is so specified. Back to Contents (4) The holder of any Warrant Certificate who wishes to exercise the surrender. For purposes hereof, Warrants evidenced by such Warrant Certificate may exercise less than all of such Warrants and in the date case of any such partial exercise shall be entitled to receive a Warrant Certificate, in form, signed and certified in accordance with the date provisions of delivery Article 2, evidencing the number of Warrants held by the Warrantholder which remain unexercised. Such Warrant Certificate will be delivered by the Warrant Agent to the holder concurrently with the certificates representing the Common Shares issued on partial exercise of such holder’s Warrants. (5) Each person exercising Warrants must provide Crystallex with (A) either (i) written certification as to facts that would evidence that such person exercising such Warrants in compliance with an exemption from registration under the duly executed Notice U.S. Securities Act or (ii) a written opinion of Exercise counsel acceptable to Crystallex to the effect that the Warrants and the Common Shares delivered upon exercise thereof have been registered under the U.S. Securities Act or are exempt from registration thereunder, together with (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable written certification as to you upon such other material reflecting that the exercise of is exempt from registration as the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseCorporation may reasonably request.

Exercise. Subject a. Prior to exercising a Warrant, the holder of this Agreement Warrant Certificate is required to give a written certification that such holder is not a U.S. Person as that term is defined in Rule 902(o) of Regulation S (a copy of which is attached hereto as Exhibit "A"), and the PlanWarrant is not being exercised on behalf of a U.S. Person, unless the Administrator determines otherwise, you may exercise the Option only by or a written “Notice opinion of Exercise” counsel, in form and substance satisfactory to the Company or its designee on a form specified by Company, to the Company on or before effect that the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option Warrant and the number of Shares with respect to which you Common Stock delivered upon exercise thereof have been registered under the Act or are exercising the Option;exempt from registration thereunder. b. be signed by you orUpon the surrender of this Certificate, if you have died provision of the written certification or become disabledwritten opinion described in paragraph 3.a., by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by and payment of the Exercise Price in full through oneas aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or a combination, upon the written order of the following payment methodsregistered holder of this Warrant and in such name or names as the registered holder may designate, which method(s) a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of any Warrant. Such certificate or certificates shall be indicated in deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Common Stock on and as of the Notice date of Exercise: i. cashier's or certified check in the amount delivery to the Company of this Certificate and payment of the Exercise Price payable to as aforesaid. If, however, at the order date of surrender of this Certificate, provision of the Company; ii. direction to the Company through your Notice written certification or written opinion described in paragraph 3.a., and payment of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the such Exercise Price, the transfer books for the Shares with Common Stock purchasable upon the exercise of any Warrant shall be closed, the certificates for the Common Stock in respect to which any such Warrant are then exercised shall be issued and the Option is being exercisedowner of such Common Stock shall become a record owner of such Common Stock on and as of the next date on which such books shall be opened, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to and until such date the Company of shares of shall be under no duty to deliver any certificate for such Common Stock. c. The holder hereof acknowledges that the Company will implement procedures to ensure that the Warrant may not be exercised within the United States and that the Common Stock delivered upon exercise thereof may not be delivered within the United States, other than in connection with a Fair Market Value "Offshore Transactions" as defined in Rule 902(i) of Regulation S, unless registered under the Act or an exemption from such registration is available. d. It is the intent of holder hereof that upon the exercise of this Warrant, the issuance of the Shares would be pursuant to Regulation S. If on the date of exercise equal to all or part the issuance of the Exercise Price (with any balance paid Shares by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company to the holder would have qualified under Regulation S as payment unless you have held in effect on the date hereof but does not qualify on such stock for more than six months before exercise date because of an amendment to Regulation S promulgated after the surrender. For purposes date hereof, the date Company shall use its best efforts to register the Shares under the Act for resale by the holder, unless with the good faith cooperation of exercise holder the Shares may be issued to the holder in a transaction exempt from registration (e.g., pursuant to Section 4(2), Section 4(6), Regulation D). Such registration shall be at the date of delivery of (A) the duly executed Notice of Exercise cost and (B) the shares tendered for payment expense of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseCompany.

Exercise. Subject to this Agreement and This Option may be exercised or surrendered during the Plan, unless the Administrator determines otherwise, you may exercise the Option Holder's lifetime only by a written “Notice of Exercise” to the Company Holder or its designee on a form specified his/her guardian or legal representative. THIS OPTION SHALL NOT BE TRANSFERABLE BY THE HOLDER OTHERWISE THAN BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION, SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN. This Option shall vest and be exercisable as follows: Cumulative Shares Vesting Date Shares Vested at Vesting Date Vested at Vesting Date ------------ ----------------------------- ---------------------- This Option shall be exercised by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash Holder (or acceptable cash equivalentsby her executors, administrators, guardian or legal representative) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid Shares, by cash or check orthe giving of written notice of exercise to the Company, unless specifying the Administrator determines otherwisenumber of Shares to be purchased, deducted from salary or other amounts payable to you), accompanied by payment of the full purchase price for the Shares being purchased. Full payment of such purchase price shall be made at the time of exercise and shall be made (i) in cash or by certified check or bank check or wire transfer of immediately available funds, (ii) with respect to which the Option is being exercised; providedconsent of the Company, howeverby tendering previously acquired Shares (valued at its Fair Market Value (as defined in the Plan), that you may not surrender (turn in) previously held or owned Common Stock of as determined by the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, of the date of exercise tender), or (iii) with the consent of the Company, a combination of (i) and (ii). Such notice of exercise, accompanied by such payment, shall be delivered to the date of delivery of (A) Company at its principal business office or such other office as the duly executed Notice of Exercise Company may from time to time direct, and (B) shall be in such form, containing such further provisions as the shares tendered Company may from time to time prescribe. In no event may this Option be exercised for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance a fraction of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of ExerciseShare. The Company shall not be obligated effect the transfer of Shares purchased pursuant to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising this Option shall have any of the rights of a holder of Shares subject to this Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is practical after exerciseprior to the date of such issuance.

Exercise. Subject to compliance with all applicable securities laws, -------- this Agreement and the Plan, unless the Administrator determines otherwise, you Warrant may exercise the Option only by a written “Notice of Exercise” be exercised at any time or from time to the Company or its designee on a form specified by the Company time on or before the date Expiration Date, for all, or a portion, of the Option expires. Unless 200,000 shares of Warrant Stock issuable upon exercise of this Warrant (as such number of shares may be adjusted pursuant to the Administrator determines otherwiseprovisions set forth below), each such Notice must: a. state your election by surrendering this Warrant at the principal office of the Company at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, with the subscription form attached hereto as Exhibit 1 duly --------- executed by the Registered Holder, and payment, in cash and/or cancellation of bona fide indebtedness of the Company to exercise the Option and Registered Holder, of an amount equal to the product obtained by multiplying (i) the number of Shares with respect shares of Warrant Stock to which you are exercising be purchased by the Option; b. be signed Registered Holder by you or(ii) the Warrant Price or adjusted Warrant Price therefor, if you have died or become disabledapplicable, by as determined in accordance with the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) terms hereof. This Warrant shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable deemed to have been exercised immediately prior to the order close of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. As soon as practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of whole shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share equal to all or part such fraction of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common current fair market value of one whole share of Warrant Stock as of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise, as determined in good faith by the Company's Board of Directors. No fractional shares may be issued upon any exercise of this Warrant, and any fractions shall be rounded down to the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the nearest whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseshares.

Exercise. Subject Prior to the Expiration Date, this Agreement Warrant may be exercised by the Holder, as to all or less than all of the shares of Common Stock covered hereby, by surrender of this Warrant at the Company's principal office (for all purposes of this Warrant, 1▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ or such other address as the Company may advise the registered Holder hereof by notice given by certified or registered mail) with the form of election to subscribe attached hereto as Exhibit A duly executed and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice upon tender of Exercise” payment to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price for shares so purchased in full through onecash or by wired funds. Upon the date of such receipt by the Company (herein called the "Exercise Date"), or a combination, of the following payment methods, which method(s) this Warrant shall be indicated in deemed to have been exercised and the Notice person exercising the same shall become a holder of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company record of shares of Common Stock with a Fair Market Value on the date of exercise equal to all (or part of the Exercise Price other securities or property to which he or it is entitled upon such exercise) purchased hereunder for all purposes, and a certificate or certificates for such shares so purchased shall be delivered to the Holder or its transferee within a reasonable time (with any balance paid by cash or check ornot exceeding 10 days) after this Warrant shall have been exercised as set forth hereinabove. In the event that this Warrant is exercised in part, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), Company will execute and deliver a new Warrant of like tenor exercisable for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless remaining for which this Warrant may then be exercised. If this Warrant is not exercised on or prior to the Administrator determines otherwiseExpiration Date, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise this Warrant shall become void and all rights of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise Holder hereunder shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisecease.

Exercise. Subject (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the Planperson entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant, unless and promptly after clearance of checks received in payment of the Administrator determines otherwisePurchase Price pursuant to such Warrants, you may cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Option only by Registered Holder). Notwithstanding the foregoing, in the case of payment made in the form of a written “Notice check drawn on an account of Exercise” Blai▇ ▇▇ such other investment banks and brokerage houses as the Company shall approve, certificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; andmay direct in writing. d. be accompanied by payment (b) If on the Exercise Date in respect of the Exercise Price in full through oneexercise of any Warrant, or a combination, of (i) the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order market price of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Class A Common Stock with a Fair Market Value on is greater than the date of exercise equal to all or part then Purchase Price of the Exercise Price Warrant, (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn inii) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option Warrant was solicited by a member of the National Association of Securities Dealers, Inc. (or portion thereof"NASD"), (iii) the whole number Warrant was not held in a discretionary account, (iv) disclosure of shares with a Fair Market Value on compensation arrangements was made both at the date of exercise equal to all or part time of the Exercise original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the receipt of the proceeds upon exercise of the Warrant(s) so exercised shall pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Purchase Price to Blai▇ (rounded down, with any balance paid by cash or check or, unless ▇▇ which up to 1% may be reallowed to the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of dealer who solicited the exercise). For purposes hereofWithin five days after exercise the Warrant Agent shall send Blai▇ ▇ ▇opy of the reverse side of each Warrant exercised. Blai▇ ▇▇▇ll reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, Blai▇ ▇▇▇ at any time during business hours, examine the date records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of Blai▇. ▇▇rket price shall be determined in accordance with the date provisions of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseSection 10.

Exercise. Subject a. Warrants in denominations of one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly completed and executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities 4 deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if two or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Plan, unless Warrant Agent shall deliver the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” same to the Company person or its designee on a form specified by persons entitled thereto. Upon the exercise of any Warrant, the Warrant Agent shall promptly notify the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each in writing of such Notice must: a. state your election to exercise the Option fact and of the number of Shares with respect to which you are exercising the Option; b. be signed securities delivered upon such exercise and shall cause all payments of an amount in cash or by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price made payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) , equal to the Exercise Purchase Price, for to be deposited promptly in the Shares with respect to which the Option is being exercised, as part of a cashless exercise;Company's bank account. iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. b. The Company shall not be obligated to issue any shares fractional share interests or fractional warrant interests upon the exercise of Common Stock until you have paid any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fraction equal to or greater than one-half shall be rounded up to the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will next full share or Warrant, as the case may be, any fraction less than one-half shall be issued as soon as is practical after exerciseeliminated.

Exercise. Subject This Warrant may be exercised as to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” to the Company all or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the any lesser number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock covered hereby upon surrender of this Warrant, with a Fair Market Value on the date of exercise equal to all or part of Subscription Form attached hereto duly executed, together with the full Exercise Price (with any balance paid in cash, or by cash certified or official bank check or, unless the Administrator determines otherwise, deducted from salary payable in New York Clearing House Funds or other amounts wire transfer payable to you), in immediately available federal funds for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership each share of Common Stock as to which this Warrant is exercised, at the office of the Company, AER Energy Resources, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other office or agency as the Company may designate in writing (such surrender and issuance payment hereinafter called the "Exercise of a net number this Warrant"). The "Date of shares upon Option exercise; or v. unless Exercise" of the Administrator determines otherwise, Warrant shall be defined as the date that the original Warrant and Subscription Form are received by the Company withholding from the shares of Common Stock otherwise issuable to you Company. This Warrant shall be canceled upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded downits Exercise, with any balance paid by cash or check orand, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereofas soon as practicable thereafter, the date of exercise Holder hereof shall be entitled to receive a certificate or certificates for the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected purchased upon such Exercise and a new Warrant or Warrants (containing terms identical to purchasethis Warrant) representing any unexercised portion of this Warrant. Shares Each person in whose name any certificate for shares of Common Stock will is issued shall, for all purposes, be issued deemed to have become the Holder of record of such shares on the Date of Exercise of this Warrant, irrespective of the date of delivery of such certificate. Nothing in this Warrant shall be construed as soon conferring upon the Holder hereof any rights as is practical after exercisea shareholder of the Company. 2.

Exercise. Subject This Warrant may be exercised by the Holder hereof (but only -------- on the conditions hereinafter set forth) as to this Agreement and all or any increment or increments of the Plan, unless Shares then subject to exercise under Section 1 above upon delivery of written notice of intent to exercise in substantially the Administrator determines otherwise, you may exercise form of the Option only by a written “"Notice of Exercise” " attached hereto as Annex A, to the Company at the following address: ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each at such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations other address as the Company reasonably requires; and d. be accompanied by payment shall designate in a written notice to the Holder hereof, together with this Warrant and either (i) a certified or cashier's check payable to the Company for the aggregate purchase price of the Exercise Price in full through oneShares so purchased or (ii) the surrender, or a combination, of the following payment methods, which method(s) shall be indicated in as noted on the Notice of Exercise: i. cashier's or certified check in the amount , of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to Shares having a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value value on the date of exercise equal to all or part the aggregate purchase price of the Exercise Price Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall, as promptly as practicable, and in any event within fifteen (with any balance paid by cash 15) business days thereafter, execute and deliver to the Holder of this Warrant a certificate or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the Option is being exercisedissuance of this Warrant or the issuance of any Shares upon exercise of this Warrant; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company shall have no liability for any state or federal income taxes which may be payable by Holder upon income recognized by Holder as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date a result of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisethis Warrant.

Exercise. Subject to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” (a) At all times prior to the Company Expiration Date (as defined below), the Holder may (in its sole discretion) exercise this Warrant for all or its designee any part of the Warrant Shares purchasable hereunder (the date on a form specified by which this Warrant or any portion thereof is exercised, an “Exercise Date”). This Warrant, to the Company extent not exercised on or before the date Expiration Date, shall become void, and all rights hereunder shall cease. (b) This Warrant may be exercised by (i) surrendering this Warrant (or, if lost or destroyed, a customary affidavit and indemnity in lieu thereof) to the Option expires. Unless Company at its then principal executive offices, together with an Exercise Notice in the Administrator determines otherwiseform attached hereto as Exhibit A (each, each such Notice must: a. state your election to exercise the Option and an “Exercise Notice”), duly completed (including specifying the number of Warrant Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled purchased) and executed; and (ii) payment to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price per Warrant Share to be issued (the “Aggregate Exercise Price”). (c) The Holder shall not be required to deliver the original Warrant in full through oneorder to effect an exercise hereunder, nor shall any ink-original signature or a combination, medallion guarantee (or other type of the following payment methods, which method(sguarantee or notarization) shall with respect to any Exercise Notice be indicated in the Notice of Exercise: i. cashier's or certified check in the amount required. Execution and delivery of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to less than all or part of the Exercise Price (with any balance paid by cash or check or, unless Warrant Shares shall have the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock same effect as cancellation of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock original Warrant and issuance of a net new Warrant evidencing the right to purchase the remaining number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseWarrant Shares.

Exercise. Subject to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the Option (a) A UNIT WARRANT shall be exercisable only by a written “Notice the registered HOLDER surrendering it, together with the subscription form set forth in the UNIT WARRANT duly executed, accompanied by payment, in full, in lawful money of Exercise” the United States, of the Warrant Exercise Price for each full Share as to which the UNIT WARRANT is exercised, to the Company Warrant Agent. The Warrant Agent is the COMPANY's Transfer Agent, Olde Monmouth Stock Transfer Co., ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. The COMPANY shall give notice to the registered HOLDERS of UNIT WARRANTS of any change in the address of, or in the designation of, its designee on Warrant Agent. A UNIT WARRANT may be exercised only if a form specified by Registration Statement registering the Company on unregistered shares of Common Stock is effective. (b) A UNIT WARRANT may be exercised wholly or before the date the Option expiresin part. Unless the Administrator determines otherwiseIf a UNIT WARRANT is only exercised in part, each such Notice must: a. state your election to exercise the Option and a new UNIT WARRANT for the number of Shares with respect as to which you are exercising the Option; b. be signed by you or, if you UNIT WARRANT shall not have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) been exercised shall be indicated in issued to the Notice registered HOLDER. (c) As soon as practicable after the exercise of Exercise: i. cashier's any UNIT WARRANT, the COMPANY shall issue to or certified check in the amount of the Exercise Price payable to upon the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share registered HOLDER a certificate or certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash number of full Shares which he is entitled, registered in such name or names as may be directed by him. (or acceptable cash equivalentsd) equal to the Exercise Price, for the All Shares with respect to which the Option is being exercised, as part issued upon exercise of a cashless exercise;UNIT WARRANT shall be validly issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of the issue thereof and all costs of issuance. However, the registered HOLDER shall pay all taxes imposed in connection with any transfer, even if involved in an issue of a certificate, and the COMPANY shall not be required to issue or deliver any stock certificate in such case until the tax shall have been paid. iii. unless (e) Each person in whose name any such certificate for Shares issued shall for all purposes be deemed to have become the Administrator determines otherwise, by surrender to the Company holder of record of such shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part on which the UNIT WARRANT was surrendered and payment of the Warrant Exercise Price (with any balance paid by cash or check orand applicable taxes was made, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock irrespective of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwisesuch certificate, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwiseexcept that, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on if the date of exercise equal to all or part such surrender and payment is a date when the stock transfer books of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereofCOMPANY are closed, the date of person or persons entitled to receive Shares upon such exercise shall be considered the record holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open and shall be entitled to receive only dividends or distributions which are payable to holders of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for record after that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisedate.

Exercise. Subject to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the The Option shall be exercisable during Optionee's -------- lifetime only by a written “Notice of Exercise” Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery to the Company or its designee on of a form specified by written notice of such exercise pursuant to the Company on or before the date the Option expires. Unless the Administrator determines otherwisenotice procedures set forth in Section 6 hereof, each such Notice must: a. state your election to exercise the Option and which notice shall specify the number of option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain payment in full of such representations as the Company reasonably requires; and d. be accompanied by payment of the aggregate Exercise Price in full through one, cash or by a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified bank check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you payment of such aggregate Exercise Price may not surrender instead be made, in whole or in part: (turn ina) previously held or owned Common Stock of by the delivery to the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the certificate or certificates representing shares of Common Stock otherwise issuable Stock, duly endorsed or accompanied by a duly executed stock powers, which delivery effectively transfers to you upon the exercise Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the Option (or portion thereof) the whole number of shares with a aggregate Fair Market Value (as defined below) thereof on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, provided that the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall is not be obligated to issue any then prohibited from purchasing or acquiring such shares of Common Stock until you have paid Stock; and/or (b) by reducing the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock will that would otherwise have been issued and delivered upon such exercise), provided that (i) Optionee shall have obtained the prior written approval of the Administrator to pay the Exercise Price pursuant to the method set forth in this subsection (b), which approval may be issued withheld or ganted at the Administrator's sole descretion, and (ii) the Company is not then prohibited from purchasing or acquiring such additional shares of Common Stock. The "Fair Market Value" of a share of Common Stock or other security on any day shall be equal to the last sale price, regular way, per share or unit of such other security on such day or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as soon reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock or such other security are not listed or admitted to trading on the New York Stock Exchange, as is practical after exercisereported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock or such other security are listed or admitted to trading or, if the shares of Common Stock or such other securities are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market as reported by the National Association of Securities Dealers, Inc. automated quotations system or such other system then in use or, if on any such date the shares of Common Stock or such other security are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in shares of Common Stock or such other security selected by the Board of Directors.

Exercise. Subject to the provisions of this Agreement and the PlanAgreement, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” upon surrender to the Company or at its designee on principal office of a Warrant Certificate with the Election to Purchase substantially in the form specified by attached as Annex II to such Warrant Certificate duly executed, together with payment in accordance with the last sentence of this Section 4(b) of the applicable Exercise Price then in effect (the date of such surrender, the “Exercise Date”), the Company on shall issue and deliver promptly to the registered holder of such Warrant Certificate, a certificate or before certificates for the applicable Warrant Shares or other securities or property to which the registered holder is entitled, registered in the name of such registered holder or, upon the written order of such registered holder, in such name or names as such registered holder may designate. Any certificate or certificates representing Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the holder of record of the applicable Warrant Shares as of the date of the Option expires. Unless the Administrator determines otherwise, each surrender of such Notice must: a. state your election Warrant Certificate (together with such duly executed Form of Election to exercise the Option Purchase) and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, Price. Payment of the following payment methods, which method(sapplicable Exercise Price with respect to an exercise of Warrants pursuant to this Section 4(b) shall be indicated made, at the holder’s option, (x) in cash or (y) without the Notice payment of Exercise: i. cashier's or certified check in cash, by reducing the amount number of shares of Class C Common Stock obtainable upon the Exercise Price payable to the order exercise of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued such Warrants (an exercise as provided under this Option clause (y), a “Cashless Exercise”) so as to yield a licensed broker acceptable to number of shares of Class C Common Stock issued upon the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) exercise of such Warrants equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery product of (A) the duly executed Notice number of shares of Class C Common Stock that would have been issued if the Warrants being exercised had been exercised upon the full payment of the applicable Exercise Price in cash and (B) a fraction, the shares tendered for payment numerator of which is the excess of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership current market price per share of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of applicable Exercise Date (determined in accordance with Section 7(f)) over the Exercise Price (rounded down, with any balance paid by cash or check or, unless as of such Exercise Date and the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date denominator of exercise). For purposes hereof, which is the date of exercise shall be the date of delivery current market price per share of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total as of such Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseDate (determined in accordance with Section 7(f)).

Exercise. Subject On or prior to the Expiration Date, this Agreement Warrant may be exercised by the Holder, as to all or less than all of the shares of Common Stock covered hereby, by surrender of this Warrant at the Company's principal office (for all purposes of this Warrant, 5801 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇.▇.▇. ▇▇ such other address as the Company may advise the registered Holder hereof by notice given by certified or registered mail) with the form of election to subscribe attached hereto as Exhibit A duly executed and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice upon tender of Exercise” payment to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through onefor the shares so purchased. Upon the date of such receipt by the Company (herein called the "Exercise Date"), or a combination, of the following payment methods, which method(s) this Warrant shall be indicated in deemed to have been exercised and the Notice person exercising the same shall become a holder of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company record of shares of Common Stock with a Fair Market Value on the date of exercise equal to all (or part of the Exercise Price other securities or property to which he or it is entitled upon such exercise) purchased hereunder for all purposes, and certificates for such shares so purchased shall be delivered to the Holder or its transferee within a reasonable time (with any balance paid by cash or check ornot exceeding 10 days) after this Warrant shall have been exercised as set forth hereinabove. In the event that this Warrant is exercised in part, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), Company will execute and deliver a new Warrant of like tenor exerciseable for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless for which this Warrant may then be exercised. If this Warrant is not exercised on or prior to the Administrator determines otherwiseExpiration Date, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise this Warrant shall become void and all rights of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise Holder hereunder shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisecease.

Exercise. Subject (a) New Warrants in denominations of one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein and in the applicable Warrant Certificate. A New Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such New Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Company, of an amount equal to the Purchase Price has been received by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five business days after having received authorization from the Company, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a stock certificate or certificates for the shares of Class A Common Stock deliverable upon such exercise, and the Plan, unless Warrant Agent shall deliver the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” same to the Company person or its designee on a form specified by persons entitled thereto. Upon the exercise of any New Warrant, the Warrant Agent shall promptly notify the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each in writing of such Notice must: a. state your election to exercise the Option fact and of the number of Shares with respect securities delivered upon such exercise and, subject to which you are exercising the Option; b. be signed subsection (b) below, shall cause all payments of an amount in cash or by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price made payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) , equal to the Exercise Purchase Price, for to be deposited promptly in the Shares with respect to which the Option is being exercised, as part of a cashless exercise;Company's bank account. iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn inb) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated required to issue any fractional shares upon the exercise of Common Stock until you have paid New Warrants. The New Warrants may only be exercised in such multiples as are required to permit the total Exercise Price issuance by the Company of one or more whole shares. If one or more New Warrants shall be presented for that exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the New Warrants so presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any New Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Class A Common Stock, determined as follows: (1) If the Class A Common Stock you have elected is listed or admitted to purchase. Shares unlisted trading privileges on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX") or is traded on the Nasdaq/National Market ("NNM"), the current market value of a share of Class A Common Stock will shall be issued the closing sale price at the end of the regular trading session on the last business day prior to the Exercise Date of the New Warrants on whichever of such exchanges or the NNM had the highest average daily trading volume for the Class A Common Stock on such day; or (2) If the Class A Common Stock is not listed or admitted to unlisted trading privileges on either the NYSE or the AMEX and is not traded on the NNM, but is quoted or reported on Nasdaq, the current market value of a share of Class A Common Stock shall be the average of the last reported closing bid and asked prices (or the last sale price, if then reported by Nasdaq) of the Class A Common Stock at the end of the regular trading session on the last business day prior to the Exercise Date of the New Warrants as soon quoted or reported on Nasdaq, as the case may be; or (3) If the Class A Common Stock is practical after not listed or admitted to unlisted trading privileges on either of the NYSE or the AMEX and is not traded on the NNM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the Boston Stock Exchange ("BSE") or other national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Class A Common Stock shall be the closing sale price of the Class A Common Stock at the end of the regular trading session on the last business day prior to the Exercise Date of the New Warrants on whichever of such exchange has the highest average daily trading volume for the Class A Common Stock on such day; or (4) If the Class A Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on the NNM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Class A Common Stock shall be the average of the last reported bid and asked prices of the Class A Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the Exercise Date of the New Warrants; or (5) If the Class A Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on the NNM or quoted or reported on Nasdaq, and bid and asked prices of the Class A Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Class A Common Stock shall be an amount, not less than the book value thereof as of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally accepted accounting principles, consistently applied.

Exercise. Subject 4.01 During the period that the Option is exercisable, it may be exercised in full or in part by Grantee or, in the event of Grantee’s death, by the person or persons to this Agreement whom the Option was transferred by will or the laws of decent and distribution, by delivering or mailing written notice of the Plan, unless exercise to the Administrator determines otherwise, you may Secretary of Syntroleum. The written notice shall be signed by each person entitled to exercise the Option only and shall specify the address and Social Security number of each such person. If any person other than Grantee purports to be entitled to exercise all or any portion of the Option, the written notice shall be accompanied by a written “Notice proof, satisfactory to Syntroleum, of Exercise” that entitlement. 4.02 Subject to the Company provisions of Section 4.04 and 4.05, the written notice shall be accompanied by full payment of the exercise price for the shares as to which the Option is exercised either (i) in cash, (ii) in shares of Common Stock evidenced by certificates either endorsed or its designee with stock powers attached transferring ownership to Syntroleum, with the aggregate Fair Market Value (as defined in the Plan) equal to said exercise price on a form specified by the Company on or before the date the Option expires. Unless written notice is received by the Administrator determines otherwiseSecretary, each or (iii) in any combination of cash and such Notice must:shares. a. state your election to 4.03 Notwithstanding the provisions of Section 4.02, shares acquired through the exercise of an ISO granted under the Plan may be used as payment at exercise under this Agreement only if such shares have been held for at least 12 months following such acquisition. 4.04 In lieu of payment of the exercise price by way of delivery of certificate(s) evidencing shares of Common Stock, Grantee may furnish a notarized statement reciting the number of shares being purchased under the Option and the number of Shares with respect to Syntroleum shares owned by Grantee which you are exercising the Option; b. may be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations freely delivered as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, all or a combination, portion of the following payment methodsexercise price, which method(s) shall be indicated in all pursuant to rules adopted by and subject to the Notice of Exercise: i. cashier's or certified check in the amount consent of the Exercise Price payable Committee. Subject to the order consent of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to Committee, Grantee will be issued under this Option to a licensed broker acceptable to certificate for new shares of Common Stock representing the Company number of shares as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless less the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon described in the notarized statement as constituting payment under the Option. 4.05 In the event Grantee pays the Option exercise; or v. unless exercise price by delivery of a notarized statement of ownership or by surrendering his right to exercise a portion of the Administrator determines otherwiseOption as described in Sections 4.04 and 4.05, the number of shares remaining subject to the Option shall be reduced not only by the Company withholding from the number of new shares of Common Stock otherwise issuable to you issued upon the exercise of the Option (or portion thereof) but also by the whole number of previously owned shares listed on the notarized statement of ownership and deemed to be surrendered as payment of the exercise price or, as applicable, by the number of shares in connection with a Fair Market Value which Grantee has surrendered his right to exercise the Option. 4.06 The written notice of exercise will be effective and the Option shall be deemed exercised to the extent specified in the notice on the date of exercise equal to all or part that the written notice (together with required payment of the Exercise Price (rounded down, with any balance paid exercise price) is received by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date Secretary of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseSyntroleum at its executive offices during regular business hours.

Exercise. Subject to this Agreement and the Plan, unless the Administrator determines otherwise, you (i) A Warrant Holder may exercise this Warrant, in whole or in part, to purchase the Option only by vested Underlying Shares in such amounts as may be elected upon surrender of this Warrant, together with a written “Notice of Exercise” duly executed Subscription Form, to the Company at its corporate office, together with the full Underlying Share Purchase Price for each Underlying Share to be purchased, in lawful money of the United States, or its designee on a form specified by certified check or bank draft payable in United States dollars to the order of the Company on or before and upon compliance with and subject to the date the Option expires. Unless the Administrator determines otherwiseconditions set forth herein. (ii) Upon receipt of this Warrant, each such Notice must: a. state your election to exercise the Option together with a duly executed Subscription Form, and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Underlying Share Purchase Price in full through onefor the number of vested Underlying Shares for which this Warrant is then being exercised, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise shall, subject to send the share certificates Section 7(b) hereof, cause to be issued under and delivered promptly, but in no event later than the third Business Day after the date on which the Company receives this Option to a licensed broker acceptable Warrant, the Subscription Form and the Underlying Share Purchase Price, to the Company as your agent in exchange Warrant Holder certificates for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of such shares of Common Stock with in such denominations as are requested by the Warrant Holder in the Subscription Form. (iii) In case a Fair Market Value on the date of Warrant Holder shall exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares this Warrant with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock less than all of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereofUnderlying Shares, the date Company will execute a new Warrant, which shall be exercisable for the balance of the Underlying Shares that may be purchased upon exercise of the unexercised portion of this Warrant and shall deliver such new Warrant to the Warrant Holder. (iv) This 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 the vested Underlying Shares and any new Warrant representing the unexercised portion of this Warrant deliverable upon such exercise shall be treated for all purposes as the date holder of delivery of (A) the duly executed Notice of Exercise such Underlying Shares and (B) the shares tendered for payment new Warrant, respectively, upon such exercise as of the Exercise Price; iv. unless the Administrator determines otherwise, attestation close of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value business on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseDate.

Exercise. Subject This Warrant may be exercised prior to its expiration -------- pursuant to Section 2.3 hereof by the holder hereof at any time and from time to time by surrender of this Agreement and Warrant, with the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “form of Notice of Exercise” Exercise or Conversion at the end hereof duly executed by such holder, to the Company or at its designee on a form specified principal office, accompanied by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabledpayment, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, certified or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified official bank check in the amount of the Exercise Price payable to the order of the Company or by wire transfer to its account, in the amount obtained by multiplying the number of shares of Warrant Stock for which this Warrant is then being exercised by the Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company; ii, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (upon payment by such holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal to the balance of the number shares then purchasable under this Warrant. direction Upon any exercise of this Warrant, in whole or in part, the holder hereof may, in lieu of paying in cash the aggregate Exercise Price which otherwise would be payable with respect to the shares of Warrant Stock for which this Warrant is then being exercised (collectively, the "Exercise Shares"), (a) in the event the holder of this Warrant is also the holder of a promissory note or other debt instrument or obligation of the Company, convert a like amount of outstanding principal and/or accrued interest under such note, instrument or obligation into such number of shares of Warrant Stock, or (b) surrender this Warrant to the Company through your Notice together with a notice of Exercise conversion or cashless exercise, in which event the Company shall issue to send the share certificates Holder the number of shares of Warrant Stock determined as follows: X = Y (A-B)/A where: X = the number of shares of Warrant Stock to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for Holder. Y = the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares number of shares of Warrant Stock with respect to which the Option this Warrant is being exercised, as part of a cashless exercise; iii. unless A = the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value (as defined below) of one share of Warrant Stock. B = the Exercise Price. For purposes of this Section 2.1 and Section 20.5 below, the "Fair Market Value" of one share of Warrant Stock (the "Fair Market Value") at any date shall be determined as follows: (1) If shares of the same class or series as the Warrant Stock are at such time listed or admitted for trading on any national securities exchange or quoted on the National Quotation Market System of the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ"), then the Fair Market Value shall be equal to the closing market price for one such share on the trading day immediately preceding (i) the date of exercise equal to all holder's Notice of Exercise or part Conversion, or (ii) for purposes of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereofSection 20.5 below, the date of exercise shall be the date of Company's Call Notice (as hereinafter defined) or, if the Company exercises its call right set forth in Section 20.5 following delivery of (A) by the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance holder of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option Sale Notice (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exerciseas defined below). For purposes hereof, the date of exercise such Sale Notice. As used in this subparagraph (a), "market price" for such trading day shall be the date of delivery average of the duly executed Notice closing prices on such day of Exercise. The Company such shares on all domestic primary national securities exchanges on which such shares are then listed, or, if there shall have been no sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or if such shares shall not be obligated to issue any so listed, the average of the representative bid and asked prices at the end of such trading day as reported by NASDAQ. (2) If shares of Common the same class or series as the Warrant Stock until you have are not at such time listed or admitted for trading on any national securities exchange or quoted on NASDAQ, then the Fair Market Value of one share of Warrant Stock shall be determined by the Board of Directors of the Company in its reasonable good faith judgment; provided, that if the holder advises -------- the Company in writing that holder disagrees with such determination, then holder and the Company shall promptly select a reputable investment banking or appraisal firm to undertake a valuation of such shares. If the valuation of such investment banking or appraisal firm is greater than that determined by the Board of Directors by five percent (5%) or more, then all fees and expenses of such investment banking or appraisal firm shall be paid by the total Exercise Price Company. In all other circumstances, such fees and expenses shall be paid by holder. The determination of such investment banking or appraisal firm shall be conclusive for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisepurposes hereof.

Exercise. Subject The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to this Agreement and the Plantime, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” prior to the Company or its designee on a form specified by expiration of the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabledterm set forth in Section 2 above, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of at its principal office a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date notice of exercise equal to all or part in the form attached hereto as Exhibit I(the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless purchase price in accordance with the Administrator determines otherwiseterms set forth below, attestation of ownership of Common Stock and issuance of in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a net certificate for the number of shares upon Option exercise; or v. unless of Preferred Stock purchased and shall execute the Administrator determines otherwise, by acknowledgment of exercise in the Company withholding from form attached hereto as Exhibit II (the shares "Acknowledgment of Common Stock otherwise issuable to you upon Exercise") indicating the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal which remain subject to all or part of the future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (rounded down, with any balance paid i) by cash or check orcheck, unless or (ii) by surrender of this Warrant Agreement for exercise pursuant to the Administrator determines otherwise"Net Issuance" calculation as determined below. If the Warrantholder elects the Net Issuance method, deducted from salary or other amounts payable the Company will issue Preferred Stock in accordance with the following formula: Where: X= the number of shares of Preferred Stock to you on such date be issued to the Warrantholder. Y= the number of exercise)shares of Preferred Stock requested to be exercised under this Warrant Agreement. A= the fair market value of one (1) share of Preferred Stock. B= the Exercise Price. For purposes hereofof the above calculation, current fair market value of Preferred Stock shall mean with respect to each share of Preferred Stock: (i) if the date exercise is in connection with an initial public offering of exercise the Company's Common Stock, and if the Company's Registration Statement relating to such public offering has been declared effective by the SEC, then the fair market value per share shall be the date product of delivery of (x) the duly executed Notice of Exercise. The Company shall not be obligated initial "Price to issue any shares of Common Stock until you have paid Public" specified in the total Exercise Price for that final prospectus with respect to the offering and (y) the number of shares of Common Stock you have elected into which each share of Preferred Stock is convertible at the time of such exercise; (ii) if this Warrant is exercised after, and not in connection with the Company's initial public offering, and: (a) if traded on a securities exchange, the fair market value shall be deemed to purchase. Shares be the product of (x) the average of the closing prices over a five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock will into which each share of Preferred Stock is convertible at the time of such exercise; or (b) if actively traded over-the-counter, the fair market value shall be issued deemed to be the product of (x) the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; and (iii) 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 Preferred Stock shall be the product of (x) the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as soon as determined in good faith by its Board of Directors and (y) the number of shares of Common Stock into which each share of Preferred Stock is practical after convertible at the time of such exercise, unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the fair market value of Preferred Stock shall be deemed to be the value received by the holders of the Company's Preferred Stock on a common equivalent basis pursuant to such merger or acquisition. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Warrant Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Warrant Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

Exercise. Subject (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereafter set forth) as to this Agreement and all or any increment or increments of one hundred (100) Shares (or the Planbalance of the Shares if less than such number), unless the Administrator determines otherwise, you may upon delivery of written notice of intent to exercise the Option only by a written “Notice of Exercise” to the Company at the following address: 4815 ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇tention: Stev▇ ▇▇▇▇▇▇▇▇, ▇▇ such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or its designee on a form specified bank check, (ii) by the surrender of the Note or portion thereof having, an outstanding principal balance equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company on 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 before certificates for the date total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Option expiresShares, the Holder shall be entitled to receive a new Warrant covering, the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. Unless 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 Administrator determines otherwiseissuance of this Warrant or the issuance of any Shares upon exercise of this Warrant. (b) In lieu of exercising this Warrant pursuant to Section 3(a) above, each the Holder shall have the right to require the Company to convert this Warrant (as it may be adjusted pursuant to Section 5 hereof), in whole or in part and at any time or times into Shares (the "Conversion Right"), upon delivery of written notice of intent to convert to the Company at its address in Section 3(a) or such Notice must: a. state your election other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant. Upon exercise of the Option and Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any Exercise Price) that number of Shares which is equal to the quotient obtained by dividing (x) the net value of the number of Shares with respect to which you are Holder is then exercising the Option; b. be signed Conversion Right (determined by you or, if you have died or become disabled, by subtracting the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the aggregate Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which Holder is then exercising the Option is being exercised, as part of Conversion Right from a cashless exercise; iii. unless the Administrator determines otherwise, by surrender number equal to the Company product of shares of Common Stock with a (i) the Fair Market Value on the date per Share (as such term is defined in Section 5(b)) as at such time, multiplied by (ii) that number of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which Holder is then exercising the Option is being exercised; providedConversion Right), howeverby (y) the Fair Market Value per Share. Any references in any Warrants to the "exercise" of this Warrant, that you may not surrender (turn in) previously held or owned Common Stock and the use of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereofterm exercise herein, the date of exercise shall be the date of delivery of deemed to include (Awithout limitation) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the any exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseConversion Right.

Exercise. Subject to this Agreement (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” subject to the Company conditions set forth herein and in the applicable Warrant Certificate. Warrants may be exercised by their holders as follows: The exercise of Warrants shall be accomplished upon surrender of the Warrant Certificate evidencing such Warrants, with the Subscription Form (cash or cashless) on the reverse side thereof duly filled in and executed, to the Warrant Agent at its designee on a form specified by business office, together with payment to the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment Warrant Agent of the Exercise Price in full through one, or a combination, (as of the following payment methods, which method(sdate of such surrender) shall be indicated of the Warrants then being exercised (in the Notice case of Exercise:an exercise for cash) and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of such exercise. i. cashier's or certified check in the amount (b) Payment of the Exercise Price (if applicable) and other amounts may be made by wire transfer of good funds, or by certified or bank cashier's check, payable in lawful money of the United States of America for the benefit of the Company and deliver such payment to the Warrant Agent who shall in turn deliver the payment to the Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a Warrant. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and upon exercise thereof, the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of the securities issuable thereby as of the close of business on the Exercise Date. . As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised in the manner described in this subsection (a), the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause payment in cash or by check made payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) , equal to the Exercise PricePrice of such Warrants (if applicable), for to be deposited promptly in the Shares with respect Company's bank account or paid directly to which the Option is being exercisedCompany, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, specified by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option Company. (or portion thereofc) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated required to issue any fractional shares on the exercise of Common Stock until you have paid Warrants. Warrants may be exercised only in such multiples as are required to permit the total Exercise Price issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for that exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current Market Price of a share of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseStock.

Exercise. Subject to this Agreement (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” subject to the Company conditions set forth herein and in the applicable Warrant Certificate. Warrants may be exercised by their holders or its designee on a form specified redeemed by the Company as follows: Exercise of Warrants shall be accomplished upon surrender of the Warrant Certificate evidencing such Warrants, with the Subscription Form on or before the date reverse side thereof duly filled in and executed, to the Option expires. Unless Warrant Agent at its business office, together with payment to the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment Warrant Agent of the Exercise Price in full through one, or a combination, (as of the following payment methodsdate of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which method(s) shall the Company may be indicated required by law to collect in the Notice respect of Exercise: i. cashier's or certified check in the amount such exercise. Payment of the Exercise Price and other amounts may be made by wire transfer of good funds, or by certified or bank cashier's check, payable in lawful money of the United States of America to the order of the Warrant Agent, who shall in turn make prompt payment to the Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a Warrant. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and upon exercise thereof, the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of the securities issuable thereby as of the close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised in the manner described in this subsection (a), the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause payment in cash or by check made payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) , equal to the Exercise Price of such Warrants, to be deposited promptly in the Company's bank account or paid directly to the Company, as specified by the Company. (b) The Company shall engage the Underwriter as a Warrant solicitation agent, and, at any time upon the valid exercise of any Warrants after one year from the date hereof, excluding any Warrant (i) exercise at a time when the Exercise Price exceeds the Market Price, for (ii) held in a discretionary account; or (iii) exercised in an unsolicited transaction, the Shares with respect Company shall instruct the Warrant Agent to, and the Warrant Agent shall, on a daily basis, within two (2) business days after such exercise, notify the Underwriter of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Exercise Price, but in no event later than five (5) business days after the last day of the calendar week in which the Option is being exercisedsuch funds were tendered), as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender remit to the Company of shares of Common Stock with a Fair Market Value on the date of exercise Underwriter an amount equal to all or part five percent (5%) of the Exercise Price (with any balance paid by cash or check or, of such Warrants then being exercised unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for Underwriter shall have notified the Shares Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Exchange Act, or the rules and regulations of the Nasdaq Stock Market, Inc. or any of its markets or quotation systems on which the Option is being exercisedCompany's securities are quoted or applicable state securities or "blue sky" laws, or the Warrants are those underlying the Underwriter's Warrants in which event, the Warrant Agent shall have to pay such amount to the Company; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereofthat, the date of exercise Warrant Agent shall not be obligated -------- to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's obligation to make such payments shall be suspended until the date amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of delivery of amount) shall be made not less frequently than monthly. Notwithstanding the foregoing, the Underwriter shall be entitled to receive the commission contemplated by this Section 4(b) as Warrant solicitation agent only if: (Ai) the duly executed Notice Underwriter has provided actual services in connection with the solicitation of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option a Warrant by a Registered Holder; and (or portion thereofii) the whole number of shares with Registered Holder exercising a Fair Market Value Warrant affirmatively designates in writing on the date of exercise equal to all or part Subscription Form on the reverse side of the Exercise Price Warrant Certificate that the exercise of such Registered Holder's Warrant was solicited by the Underwriter. (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. c) The Company shall not be obligated required to issue any fractional shares on the exercise of Common Stock until you have paid Warrants. Warrants may be exercised only in such multiples as are required to permit the total Exercise Price issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for that exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current Market Price of a share of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseStock.

Exercise. Subject The rights represented by this Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to this Agreement the Company at its address set forth on the signature page hereto (or at such other address as it may designate by notice in writing to the Holder): (A) An executed Notice of Exercise in the form attached hereto; (B) Payment of the Exercise Price either (i) in cash or by check or (ii) pursuant to Section 2.2 below; and (C) This Warrant. Execution and delivery of the PlanNotice of Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares, unless if any. Certificates for shares purchased hereunder shall be transmitted by the Administrator determines otherwisetransfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system, you may exercise and otherwise by physical delivery to the Option only address specified by a written “the Holder in the Notice of Exercise within three business days from the delivery to the Company of the Notice of Exercise” , surrender of this Warrant and payment of the aggregate Exercise Price as set forth above. This Warrant shall be deemed to the Company or its designee have been exercised on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, Exercise Price is received by the party entitled Company. The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the Option; c. contain holder of record of such representations as shares on the Company reasonably requires; and d. be accompanied by date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Subject to the final sentence of this paragraph and to the extent permitted by law, the Company’s obligations to issue and deliver Exercise Shares in full through oneaccordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or a combinationany setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction any obligation to the Company through your Notice or any violation or alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable Shares. The Holder shall, subject to the Company as your agent following proviso, have the right to pursue any remedies available to it hereunder, at law or in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Priceequity including, for the Shares without limitation, a decree of specific performance and/or injunctive relief with respect to which the Option is being exercised, Company’s failure to timely deliver Exercise Shares upon exercise of this Warrant as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender required pursuant to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercisedterms hereof; provided, however, that you may not surrender (turn in) previously held notwithstanding anything to the contrary in this Warrant or owned Common Stock of in the Purchase Agreements, if the Company is for any reason unable to deliver Exercise Shares upon exercise of this Warrant as payment unless you have held such stock for more than six months before required pursuant to the surrender. For purposes terms hereof, the date Company shall have no obligation to pay to the Holder any cash or other consideration or otherwise “net cash settle” this Warrant. Except for cash in lieu of exercise shall fractional shares as provided in Section 5, this Warrant may not be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, settled by the Company withholding from for cash to the shares Holder in lieu of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseStock.

Exercise. Subject to The rights represented by this Agreement Warrant may be exercised in whole or in part at any time during the Exercise Period so long as the Exercise Shares for which this Warrant is being exercised are then vested and exercisable hereunder in accordance with Section 2.1, by delivery of the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” following to the Company at its address set forth above (or its designee on at such other address as it may designate by notice in writing to the Holder): (a) An executed Notice of Exercise in the form attached hereto; (b) Payment of the Exercise Price either (i) in cash or by check, or (ii) by cancellation of indebtedness; and (c) This Warrant. Upon the exercise of the rights represented by this Warrant, a form specified certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or persons affiliated with the Holder, if the Holder so designates, shall be issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. In the event that this Warrant is being exercised for less than all of the then-current number of Exercise Shares purchasable hereunder, the Company shall, concurrently with the issuance by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and of the number of Exercise Shares with respect for which this Warrant is then being exercised, issue a new Warrant exercisable for the remaining number of Exercise Shares purchasable hereunder. The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by this Warrant was surrendered and payment of the Exercise Price in full through onewas made, or a combination, irrespective of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwisesuch certificate or certificates, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwiseexcept that, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on if the date of exercise equal to all or part such surrender and payment is a date when the stock transfer books of the Exercise Price (rounded downCompany are closed, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date of delivery of on which the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisestock transfer books are open.

Exercise. Subject Each Warrant may be exercised by the Registered Holder thereof at any time after the issuance thereof, but not after the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein and in the Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party person entitled to exercise receive the Option; c. contain securities deliverable upon such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be treated for all purposes as the date holder of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you those securities upon the exercise of the Option Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrant. Promptly following, and in any event within five (or portion thereof5) the whole number of shares with a Fair Market Value on days after the date of exercise equal to all or part such notice from the Warrant Agent, the Warrant Agent, on behalf of the Exercise Price Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (rounded down, with plus a certificate for any balance paid by cash or check or, remaining unexercised Warrants of the Registered Holder) unless the Administrator determines otherwise, deducted from salary or other amounts payable prior to you on such date of exercise). For purposes hereof, the date of exercise issuance of such certificates the Company shall be instruct the date Warrant Agent to refrain from causing such issuance of delivery certificates pending clearance of checks received in payment of the duly executed Notice Purchase Price pursuant to such Warrants. Notwithstanding the foregoing, in the case of Exercise. The payment made in the form of a check drawn on an account of the Representatives or such other investment banks and brokerage houses as the Company shall not be obligated approve in writing to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will Warrant Agent, by the Representatives or such other investment bank or brokerage house, certificates shall immediately be issued without prior notice to the Company or any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company or as soon as is practical after exercisethe Company may direct in writing.

Exercise. Subject (a) Each Class A Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party person entitled to exercise receive the Option; c. contain securities deliverable upon such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be treated for all purposes as the date holder of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you those securities upon the exercise of the Option (Warrant as of the close of business on the Exercise Date. As soon as practicable on or portion thereof) after the whole number Exercise Date the Warrant Agent shall deposit the proceeds in an interest bearing account received from the exercise of shares with a Fair Market Value on Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of exercise equal to all or part such notice from the Warrant Agent, the Warrant Agent, on behalf of the Exercise Price Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (rounded down, with plus a certificate for any balance paid by cash or check orremaining unexercised Warrants of the Registered Holder), unless the Administrator determines otherwise, deducted from salary or other amounts payable prior to you on such date of exercise). For purposes hereof, the date of exercise issuance of such certificates the Company shall be instruct the date Warrant Agent to refrain from causing such issuance of delivery certificates pending clearance of checks received in payment of the duly executed Notice Purchase Price pursuant to such Warrants. Upon the exercise of Exercise. The any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company shall not be obligated to issue or as the Company may direct in writing. (b) If, subsequent to_______ 1998, in respect of the exercise of any shares Warrant, (i) the market price of the Company's Common Stock until you have paid is greater than the total Exercise then Purchase Price for that number of shares the Warrants, (ii) the exercise of Common Stock you have elected to purchase. Shares the Warrant was solicited by a member of Common Stock will be issued as soon as is practical after exercise.the National

Exercise. Subject 2 (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereafter set forth) as to this Agreement and all or any increment or increments of one hundred (100) Shares (or the Planbalance of the Shares if less than such number), unless the Administrator determines otherwise, you may upon delivery of written notice of intent to exercise the Option only by a written “Notice of Exercise” to the Company at the following address: 4815 ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇tention: Stev▇ ▇▇▇▇▇▇▇▇, ▇▇ such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or its designee on a form specified bank check, (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company on 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 before certificates for the date total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Option expiresShares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. Unless 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 Administrator determines otherwiseissuance of this Warrant or the issuance of any Shares upon exercise of this Warrant. (b) In lieu of exercising this Warrant pursuant to Section 3(a) above, each the Holder shall have the right to require the Company to convert this Warrant (as it may be adjusted pursuant to Section 5 hereof), in whole or in part and at any time or times into Shares (the "Conversion Right"), upon delivery of written notice of intent to convert to the Company at its address in Section 3(a) or such Notice must: a. state your election other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant. Upon exercise of the Option and Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any Exercise Price) that number of Shares which is equal to the quotient obtained by dividing (x) the net value of the number of Shares with respect to which you are Holder is then exercising the Option; b. be signed Conversion Right (determined by you or, if you have died or become disabled, by subtracting the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the aggregate Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which Holder is then exercising the Option is being exercised, as part of Conversion Right from a cashless exercise; iii. unless the Administrator determines otherwise, by surrender number equal to the Company product of shares of Common Stock with a (i) the Fair Market Value on the date per Share (as such term is defined in Section 5(b)) as at such time, multiplied by (ii) that number of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which Holder is then exercising the Option is being exercised; providedConversion Right), howeverby (y) the Fair Market Value per Share. Any references in any Warrants to the "exercise" of this Warrant, that you may not surrender (turn in) previously held or owned Common Stock and the use of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereofterm exercise herein, the date of exercise shall be the date of delivery of deemed to include (Awithout limitation) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the any exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseConversion Right.

Exercise. Subject to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the Option (a) A WARRANT shall be exercisable only by a written “Notice the registered holder (HOLDER or its assignee) surrendering it, together with the subscription form set forth in the WARRANT duly executed, accompanied by payment, in full, in lawful money of Exercise” the United States, of the Warrant Exercise Price for each full Share as to which the WARRANT is exercised, to the Warrant Agent. The Company shall act as its own Warrant Agent, and can be reached by phone at (403) 264-6300 or by ▇▇▇▇ ▇▇ ▇▇▇▇ - 4th Street SE, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ give notice to the registered HOLDER of WARRANTS of any change in the address of, or in the designation of, its designee on Warrant Agent. (b) A WARRANT may be exercised wholly or in part. If a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwiseWARRANT is only exercised in part, each such Notice must: a. state your election to exercise the Option and a new WARRANT for the number of Shares with respect as to which you are exercising the Option; b. be signed by you or, if you WARRANT shall not have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) been exercised shall be indicated in issued to the Notice registered HOLDER. (c) As soon as practicable after the exercise of Exercise: i. cashier's any WARRANT, the COMPANY shall issue to or certified check in the amount of the Exercise Price payable to upon the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share registered HOLDER a certificate or certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to number of full Shares which he is entitled, registered in such name or names as may be directed by him. Neither the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for WARRANT nor the Shares with respect to which issuable upon exercise of a WARRANT have been registered under the Option is being exercisedSecurities Act of 1933, as part amended. HOLDER hereof and thereof shall be subject to such restrictions imposed by the Securities Act of 1933, as amended, upon the sale or other disposition thereof. (d) All Shares issued upon exercise of a cashless exercise;WARRANT shall be validly issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of the issue thereof and all costs of issuance. However, the registered HOLDER shall pay all taxes imposed in connection with any transfer, even if involved in an issue of a certificate, and the COMPANY shall not be required to issue or deliver any stock certificate in such case until the tax shall have been paid. iii. unless (e) Each person in whose name any such certificate for Shares is issued shall for all purposes be deemed to have become the Administrator determines otherwise, by surrender to the Company holder of record of such shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part on which the WARRANT was surrendered and payment of the Warrant Exercise Price (with any balance paid by cash or check orand applicable taxes was made, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock irrespective of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwisesuch certificate, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwiseexcept that, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on if the date of exercise equal to all or part such surrender and payment is a date when the stock transfer books of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereofCOMPANY are closed, the date of person or persons entitled to receive Shares upon such exercise shall be considered the record holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open and shall be entitled to receive only dividends or distributions which are payable to holders of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for record after that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisedate.

Exercise. Subject Each Warrant may be exercised by the Registered Holder thereof at any time on or after the date hereof, but not after the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the Planperson entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the Administrator determines otherwisedate of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds received, you may exercise the Option only by a written “Notice of Exercise” Warrant Agent shall promptly remit the payment received for the Warrant to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price may direct in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisewriting.

Exercise. Subject to this Agreement the provisions of Sections 4 and 7, the PlanOptions, unless when evidenced by a Option Certificate and such other documents as the Administrator determines otherwiseCompany may require, you may be exercised at a price (the "Exercise Price") of $.50 per Unit (the "Option Exercise Price"). Each Option may be exercised in whole or in part at any time during the period commencing on the earlier of the effective date of the IPO or January 1, 1996 and terminating at 5:00 p.m. Houston, Texas time on December 31, 1996 (the "Termination Date"). Each Option shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Option only Certificate. The exercise form attached hereto as Exhibit B shall be executed by a written “Notice of Exercise” the Registered Holder or his attorney duly authorized in writing and will be delivered to the Company or at its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares corporate office together with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice in cash or by official bank or certified check, of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) an amount equal to the aggregate Exercise Price, in lawful money of the United States of America. Unless Option Units may not be issued as provided herein, the person entitled to receive the number of Option Units deliverable on such exercise shall be treated for all purposes as the Shares with respect to which holder of such Option Units as of the Option is being exercisedclose of business on the Exercise Date. In addition, as part the Company shall also, at such time, verify that all of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender conditions precedent to the Company issuance of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part Option Units, set forth in Section 4, have been satisfied as of the Exercise Price (with Date. If any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock one of the Company conditions precedent set forth in Section 4 are not satisfied as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwiseDate, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of shall return the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Certificate and pertinent Exercise Price (rounded down, with any balance paid by cash payment to the exercising Registered Holder or check or, unless may hold the Administrator determines otherwise, deducted from salary or other amounts payable to you on same until all such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exerciseconditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Option Units issuable or deliverable on the exercise of any Option or scrip or cash therefore and such fractional shares shall be of no value whatsoever. If more than one Option shall be exercised at one time by the same Registered Holder, the number of full Option Units which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full Option Units issuable on such exercise Once the Company has determined that the funds are determined to be collected, the Company shall notify its common stock transfer agent who shall cause a common stock share Certificate representing the exercised Options to be issued. The Company may deem and treat the Registered Holder of the Options at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Options shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the Company' s Common Stock unless the holder shall have exercised the Options and purchased the Option Units prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected entitled to purchase. Shares of Common Stock will be issued as soon as is practical after exercisesuch dividend or other right.

Exercise. Subject to The purchase rights represented by this Warrant Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” to the Company or its designee on a form specified are exercisable by the Company on Warrant Holder, in whole or before in part, at any time, or from time to time during the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabledperiod set forth in Section 3 above, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash at its principal office: a duly completed and executed notice of exercise in the form attached hereto as EXHIBIT A (or acceptable cash equivalents) equal to the "Notice of Exercise"), the Warrants and the Exercise Price. Upon receipt of such items in accordance with the terms set forth below, the Company shall issue to the Warrant Holder a certificate for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you purchased. The Warrant Holder, upon exercise of the Warrants, shall be deemed to have elected become the holder of the Shares represented thereby (and such Shares shall be deemed to purchasehave been issued) immediately prior to the close of business on the date or dates upon which the Warrants are exercised. In the event of any exercise of the rights represented by the Warrants, certificates for the Shares of Common Stock will so purchased shall be issued delivered to the Warrant Holder or its designee as soon as is practical and in any event within ten (10) business days after exercisereceipt of such notice and, unless the Warrants have been fully exercised or expired, new Warrants representing the remaining portion of the Warrants and the underlying Shares, if any, with respect to which this Warrant Agreement shall not then have been exercised shall also be issued to the Warrant Holder as soon as possible and in any event within such ten-day period.

Exercise. Subject to (a) To exercise this Agreement and Warrant or any part of this Warrant, the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” Holder must deliver to the Company or its designee on (collectively, the "Exercise Documentation"): (i) a completed exercise agreement a form specified by of which is attached; (ii) this Warrant; and (iii) a check payable to the Company on or before in an amount equal to the date product of the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option price and the number of Shares with respect shares the Holder desires to which you are exercising the Option; b. be signed by you orpurchase. The Company will, if you have died or become disabledwithout charge, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share issue certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with purchased upon exercise of this Warrant within five days after receipt of the Exercise Documentation. Unless this Warrant has expired, or all of the purchase rights represented by this Warrant have been exercised, the Company will also prepare a Fair Market Value on new Warrant, substantially identical to this Warrant, representing the rights formerly represented by this Warrant which have not expired or been exercised. (b) If, but only if, at any time after one year from the date of exercise equal to all or part issuance of this Warrant there is no effective registration statement registering the resale of the Exercise Price (with any balance paid Common Stock underlying this Warrant by cash the Holder, this Warrant may also be exercised, in whole or check orin part, unless at such time by means of a "cashless exercise" in which the Administrator determines otherwise, deducted from salary or other amounts payable Holder will be entitled to you), receive a certificate for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected equal to purchase. Shares the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date on which the Company receives the Exercise Documentation; (B) = the exercise price of this Warrant, as adjusted; and (X) = the number of shares of Common Stock will be issued as soon as is practical after exerciseissuable upon exercise of this Warrant in accordance with the terms of this Warrant.

Exercise. Subject This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) as to this Agreement and all or any increment or increments of one hundred (100) Shares (or the Planbalance of the Shares if less than such number), unless the Administrator determines otherwise, you may upon delivery of written notice of intent to exercise the Option only by a written “Notice of Exercise” to the Company at the following address: ▇▇▇ ▇▇▇▇▇ ▇▇▇, Southampton, PA 18966-3877 or its designee on such other address as the Company shall designate in a form specified written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by the surrender of a portion of this Warrant where the Shares subject to the portion of this Warrant that is surrendered have a Fair Market Value (as defined in Section 4(c) below) equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company on 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 before certificates for the date total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Option expires. Unless Shares, the Administrator determines otherwise, each such Notice must: a. state your election Holder shall be entitled to exercise the Option and receive a new Warrant covering the number of Shares with in respect to of which you are exercising the Option; b. be signed by you or, if you this Warrant shall not have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methodsbeen exercised, which method(s) new Warrant shall in all other respects be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable identical to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of ExerciseWarrant. The Company shall not covenants and agrees that it will pay when due any and all state and federal issue taxes which may be obligated to issue payable in respect of the issuance of this Warrant or the issuance of any shares Shares upon exercise of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisethis Warrant.

Exercise. Subject to this Agreement and the Plan(a) Except as otherwise provided in sub-paragraph (f) below, unless the Administrator determines otherwise, you may exercise the Option a WARRANT shall be exercisable only by a written “Notice the registered HOLDER surrendering it, together with the subscription form set forth in the WARRANT duly executed, accompanied by payment, in full, in lawful money of Exercise” the United States, of the Warrant Exercise Price for each full Share as to which the WARRANT is exercised, to the Company Warrant Agent. The Warrant Agent is the COMPANY's Transfer Agent, Olde Monmouth Stock Transfer Co., ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. The COMPANY shall give notice to the registered HOLDERS of WARRANTS of any change in the address of, or in the designation of, its designee on Warrant Agent. (b) A WARRANT may be exercised wholly or in part. If a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwiseWARRANT is only exercised in part, each such Notice must: a. state your election to exercise the Option and a new WARRANT for the number of Shares with respect as to which you are exercising the Option; b. be signed by you or, if you WARRANT shall not have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) been exercised shall be indicated in issued to the Notice registered HOLDER. (c) As soon as practicable after the exercise of Exercise: i. cashier's any WARRANT, the COMPANY shall issue to or certified check in the amount of the Exercise Price payable to upon the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share registered HOLDER a certificate or certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash number of full Shares which he is entitled, registered in such name or names as may be directed by him. (or acceptable cash equivalentsd) equal to the Exercise Price, for the All Shares with respect to which the Option is being exercised, as part issued upon exercise of a cashless exercise;WARRANT shall be validly issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of the issue thereof. However, the registered HOLDER shall pay all taxes imposed in connection with any transfer, even if involved in an issue of a certificate, and the COMPANY shall not be required to issue or deliver any stock certificate in such case until the tax shall have been paid. iii. unless (e) Each person in whose name any such certificate for Shares is issued shall for all purposes be deemed to have become the Administrator determines otherwise, by surrender to the Company holder of record of such shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part on which the WARRANT was surrendered and payment of the Warrant Exercise Price (with any balance paid by cash or check orand applicable taxes was made, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock irrespective of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwisesuch certificate, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwiseexcept that, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on if the date of exercise equal to all or part such surrender and payment is a date when the stock transfer books of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereofCOMPANY are closed, the date of person or persons entitled to receive Shares upon such exercise shall be considered the record holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open and shall be entitled to receive only dividends or distributions which are payable to holders of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for record after that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisedate.

Exercise. Subject to this Agreement the provisions of Sections 4, 7 and 8, the PlanWarrants, unless the Administrator determines otherwise, you may exercise the Option only when evidenced by a written “Notice of Exercise” to the Company or its designee on Warrant Certificate, may be exercised at a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash price (or acceptable cash equivalents) equal to the "Exercise Price") of $6.00 per share, for the Shares with respect to which the Option is being exercisedin whole or in part, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value commencing on the date of exercise equal issuance ("Initial Exercise Date") and terminating on December 31, 2001, unless extended by the Company's Board of Directors ("Exercise Period"), at any time during such period that the Company's Registration Statement with respect to all or part the Warrant Shares is effective and current. The Company shall promptly notify the Warrant Agent of the effectiveness of such Registration Statement, any suspension of effectiveness and of any such extension of the Exercise Price Periods. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date ("Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with any balance paid payment to the Warrant Agent at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ("Corporate Office") or such other place as designated by the Company, in cash or check orby official bank or certified check, unless of an amount equal to the Administrator determines otherwiseaggregate Exercise Price, deducted from salary or other amounts payable to you), for in lawful money of the United States of America. Unless Warrant Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in Section 4 have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as payment unless you have held such stock for more than six months before to whether to return the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise Warrant and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the pertinent Exercise Price (rounded down, with any balance paid by cash to the exercising Registered Holder or check or, unless to hold the Administrator determines otherwise, deducted from salary or other amounts payable to you on same until all such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exerciseconditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the pertinent Exercise Price to be promptly made to the order of the Company. Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into a segregated account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the shareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. A detailed accounting statement relating to the number of shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for the Company's use during the exercise periods. A complete accounting will be made by the Warrant Agent to the Company concerning all persons exercising Warrants, the number of shares issued and the amounts paid at the completion of the Exercise Period. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and purchased the shares of Common Stock until you have paid prior to the total Exercise Price record date fixed by the Board of Directors of the Company for that number the determination of shares holders of Common Stock you have elected entitled to purchase. Shares of Common Stock will be issued as soon as is practical after exercisesuch dividend or other right.

Exercise. Subject (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not later than the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, and the Planperson entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, unless the Administrator determines otherwiseWarrant Agent shall deposit the proceeds received from the exercise of a Warrant, you may and promptly after clearance of checks received in payment of the Purchase Price pursuant to such Warrants, cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Option only by Registered Holder). Notwithstanding the foregoing, in the case of payment made in the form of a written “Notice check drawn on an account of Exercise” RAS or such other investment banks and brokerage houses as the Company shall approve, certificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; andmay direct in writing. d. be accompanied by payment (b) If on the Exercise Date in respect of the Exercise Price exercise of any Warrant, (i) the current market value (determined as provided in full through one, or a combination, of the following payment methods, which method(sSection 10 hereof) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on is greater than the date of exercise equal to all or part then Purchase Price of the Exercise Price Warrant, (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn inii) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option Warrant was solicited by a member of the NASD, (or portion thereofiii) the whole number Warrant was not held in a discretionary account, (iv) disclosure of shares with a Fair Market Value on compensation arrangements was made both at the date of exercise equal to all or part time of the Exercise Price original offering and at the time of exercise; and (rounded downv) the solicitation of the exercise of the Warrant was not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, with as amended (as such regulation or any balance paid by cash successor regulation or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on rule may be in effect as of such date time of exercise), then the Warrant Agent, simultaneously with the receipt of the proceeds of the exercise of the Warrant(s) so exercised shall pay from such proceeds, a fee of 5% of the Purchase Price to RAS (of which up to 1% may be re-allowed to the dealer who solicited the exercise). For purposes hereofWithin five days after exercise of a Warrant, the date Warrant Agent shall send RAS a copy of exercise the reverse side of each Warrant exercised. RAS shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). Market price shall be determined in accordance with the date provisions of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseSection 10.

Exercise. Subject (a) During the period that the Option is exercisable, it may be exercised in full or in part by the Grantee or his guardian or legal representative, and, in the event of the Grantee's death, by the person or persons to this Agreement whom the Option was transferred by will or the laws of descent and distribution, by delivering or mailing written notice of the Plan, unless exercise to the Administrator determines otherwise, you may Secretary of SLH. The written notice shall be signed by the person entitled to exercise the Option only and shall specify the address and Social Security number of such person. If any person other than the Grantee purports to be entitled to exercise all or any portion of the Option, the written notice shall be accompanied by a written “Notice of Exercise” proof, satisfactory to the Company Secretary of SLH, of that entitlement. (b) Subject to the provisions of subsections (c) and (d) hereof, the written notice shall be accompanied by full payment of the exercise price for the shares as to which the Option is exercised either (i) in cash or its designee cash equivalents, (ii) in shares of SLH common stock evidenced by certificates either endorsed or with stock powers attached transferring ownership to SLH, with an aggregate Fair Market Value (as defined in the Plan) equal to said exercise price on a form specified by the Company on or before the date the Option expires. Unless written notice is received by the Administrator determines otherwiseSecretary, each or (iii) in any combination of cash or cash equivalents and such Notice must:shares. a. state your election to (c) In lieu of payment of the exercise price by way of delivery of certificate(s) evidencing shares of SLH common stock, the Grantee may furnish a notarized statement reciting the number of shares being purchased under the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, SLH shares owned by the party entitled to exercise Grantee which could be freely delivered as payment. If the Option; c. contain Grantee furnishes such representations as the Company reasonably requires; and d. be accompanied by a statement in payment of the Exercise Price in full through oneexercise price, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to he will be issued under this Option to a licensed broker acceptable to certificate for new shares representing the Company number of shares as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, less the number of shares described in the notarized statement as part constituting payment under the Option. (d) In lieu of payment of the exercise price in cash, shares of SLH common stock, or by delivery of a cashless exercise; iii. unless statement of ownership pursuant to subsection (c) next above, a Grantee may pay the Administrator determines otherwise, by surrender to the Company of exercise price for shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect as to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock exercised by surrendering his right to exercise a portion of the Company as payment unless you have held such stock Option equal in value to said exercise price. The Grantee would then receive a certificate for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless issuable pursuant to the Administrator determines otherwiseGrantee's exercise of the Option, reduced by a number of shares with an aggregate Fair Market Value equal to the Company withholding from the exercise price, which latter number of shares of Common Stock otherwise issuable would be deemed purchased pursuant to you upon the exercise of the Option and thus no longer available under the Plan. (e) In the event the Grantee pays the Option exercise price by delivery of a notarized statement of ownership or by surrendering his right to exercise a portion thereofof the Option, as described in subsections (c) and (d) next above, the whole number of shares remaining subject to the Option shall be reduced not only by the number of new shares issued upon exercise of the Option but also by the number of previously owned shares listed on the notarized statement of ownership and deemed to be surrendered as payment of the exercise price or, as applicable, by the number of shares in connection with a Fair Market Value which the Grantee has surrendered his right to exercise the Option. (f) The written notice of exercise will be effective and the Option shall be deemed exercised to the extent specified in the notice on the date of exercise equal to all or part that the written notice (together with required accompaniments respecting payment of the Exercise Price (rounded down, with any balance paid exercise price) is received by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date Secretary of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseSLH at its then executive offices during regular business hours.

Exercise. Subject (i) In order to exercise this Agreement Warrant with respect to all or any portion of the Warrant Shares during the times when the Warrant is exercisable (as described above), the Holder (or in the case of exercise after the Holder’s death, the Holder’s executor, administrator, heir or legatee, as the case may be) must take the following actions: (a) execute and deliver to the Plan, unless Company the Administrator determines otherwise, you may exercise Notice of Exercise in the Option only form attached hereto as Exhibit “A” and incorporated herein by a written this reference (the “Notice of Exercise” to the Company ”), as well as such additional documents, instruments or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations agreements as the Company shall determine is reasonably requiresnecessary or appropriate in order to evidence or reflect any of the foregoing; and d. be accompanied and (b) pay the Exercise Price for the purchased Warrant Shares by payment either full payment, in cash or cash equivalents, or any other form which the Company may, in its sole and absolute discretion, approve at the time of exercise. Payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in immediately become due and shall accompany the Notice of Exercise:. i. cashier's (ii) This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and 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 Warrant Shares as of the close of business on such date. In the event that this Warrant is exercised in part, the Company will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised. (iii) This Warrant may also be exercised by the Holder, in whole or certified check in part, through a cashless exercise, as described in this Section 2(iii). Notwithstanding any provisions herein to the amount contrary, if the fair market value of one Warrant Share is greater than the Exercise Price payable (at the date of calculation as set forth below), then in lieu of exercising this Warrant in cash, the Holder may elect to receive Warrant Shares equal to the order value (as determined below) of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company; ii. direction to , together with the Company through your properly endorsed Notice of Exercise and notice of such election, the Company shall issue to send Holder a number of Warrant Shares, computed using the share certificates following formula: Where X = The number of Warrant Shares to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for Holder Y = The number of Warrant Shares purchasable under the broker's tendering to Warrant or, if only a portion of the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option Warrant is being exercised, as part the portion of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on Warrant being exercised (at the date of exercise equal to all or part such calculation) A = The fair market value of one Warrant Share (at the date of such calculation) B = Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable as adjusted to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise such calculation) For purposes of the above calculation, the fair market value of one Warrant Share shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, determined by the Company withholding from the shares Company’s Board of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseDirectors in good faith.

Exercise. (i) Subject to this Agreement the provisions of Sections 5 and 9 hereof, the PlanWarrants, as they may be adjusted as set forth herein, may be exercised at a price (the "Warrant Exercise Price") of $8.00 per share of Common Stock subject to adjustment, in whole or in part at any time during the period (the "Warrant Exercise Period") commencing November 7, 1997 (the "Initial Warrant Exercise Date"), and terminating on a date (the "Warrant Expiration Date") ending five years after the final closing of the Private Offering (unless the Administrator determines otherwise, you may exercise the Option only extended by a written “Notice majority vote of Exercise” the Board of Directors for such length of time as they, in their sole discretion, deem reasonable and necessary). (b) Each Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (each, an "Exercise Date") of the surrender for exercise of the Warrant certificate. The exercise form shall be executed by the Warrant Holder thereof or his attorney duly authorized in writing and shall be delivered together with payment to the Company at its corporate offices located at ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Corporate Office"), or its designee on a form specified by at any such other office or agency as the Company on may designate, in cash or before by official bank or certified check, of an amount equal to the date aggregate Exercise Price, in lawful money of the Option expires. Untied States of America. (c) Unless Warrant Shares may not be issued as provided herein, the Administrator determines otherwise, each such Notice must: a. state your election person entitled to exercise the Option and receive the number of Warrant Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value deliverable on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be treated for all purposes as the date holder of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment such Warrant Shares as of the Exercise Price; iv. unless the Administrator determines otherwise, attestation close of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value business on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of ExerciseDate. The Company shall not be obligated to issue any fractional share interest in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever. (d) Within three business days after the Exercise Date and in any event prior to the Warrant Expiration Date, the Company, at its own expense, shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates in the name requested by the Registered Holder of the Warrants for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. All shares of Common Stock until you or other securities delivered upon the exercise of the Warrants shall be validly issued, fully paid and non-assessable. (e) The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owners thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the Registered Holders thereof to any of the rights of shareholders or to any dividend declared on the Common Stock unless such holder or holders shall have paid exercised the total Exercise Price Warrants prior to the record date fixed by the Board of Directors for that number the determination of shares holders of Common Stock you have elected entitled to purchase. Shares of Common Stock will be issued as soon as is practical after exercisesuch dividends or other rights.

Exercise. Subject (a) Charitable Benefit Warrants in denominations of one or whole number multiples thereof may be exercised (i) by an Approved Qualified Charitable Organization (as set forth on the listing of such organizations described in Section 9 hereof) which is the Registered Holder thereof commencing at any time or in part from time to this Agreement time, but not after the Warrant Expiration Date, or (ii) any other Registered Holder which is not an Approved Qualified Charitable Organization commencing on or after December 9, 2006 or in part from time to time but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. A Charitable Benefit Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the Planperson entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder, unless upon exercise thereof, as of the Administrator determines otherwise, you may exercise close of business on the Option only by a written “Notice of Exercise” to the Company or its designee on a form specified Exercise Date. If Charitable Benefit Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the Company on or before the date the Option expires. Unless the Administrator determines otherwisesame Registered Holder, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to full shares of Common Stock which you are exercising shall be issuable upon exercise thereof shall be computed on the Option; b. be signed by you orbasis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if you one or more Charitable Benefit Warrants have died been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or become disabled, by the party persons entitled to receive the same, a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Charitable Benefit Warrants, the Option; c. contain such representations as Warrant Agent shall promptly notify the Company reasonably requires; and d. be accompanied by payment in writing of such fact and of the Exercise Price number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause all payments or other amounts in full through one, cash or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified by check in the amount of the Exercise Price made payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) , equal to the Exercise Price, for to be deposited promptly in the Shares with respect to which the Option is being exercised, as part of a cashless exercise;Company's bank account. iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn inb) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated required to issue fractional shares on the exercise of Charitable Benefit Warrants. Charitable Benefit Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Charitable Benefit Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Charitable Benefit Warrants so presented. If any shares fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Charitable Benefit Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on a national securities exchange, or is traded on Nasdaq, the current market value of a share of Common Stock until you have paid shall be the total Exercise Price closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Charitable Benefit Warrants on whichever of such exchanges or Nasdaq had the highest average daily trading volume for that number the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the over-the-counter market, the current market value of shares a share of Common Stock you have elected shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to purchase. Shares the date of exercise of the Charitable Benefit Warrants; or (3) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock will shall be issued an amount, not less than the book value thereof as soon as is practical after of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the members of the Board of Directors of the Company exercising good faith and using reasonable and customary valuation methods.

Exercise. Subject to (a) This Warrant may be exercised in whole or in part by presentation of this Agreement Warrant with the Purchase Form as attached hereto duly completed and executed, together with payment of the PlanWarrant Price at the principal office of the Company. Payment of the Warrant Price may be made in cash, unless the Administrator determines otherwiseby wire transfer, you may exercise the Option only by a written “Notice of Exercise” check or pursuant to the Company or its designee on a form specified by provisions of Section 2(b) below. Upon surrender of the Warrant and payment of such Warrant Price as aforesaid, the Company on shall issue and cause to be delivered with all reasonable dispatch to or before upon the date written order of the Option expires. Unless Warrantholder and in such name or names as the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and Warrantholder may designate a certificate or certificates for the number of full Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you so purchased upon the exercise of the Option (Warrant, together with Fractional Warrants, as provided in Section 7 hereof, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or portion thereof) the whole number certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of shares with a Fair Market Value on record of such Shares as of the date of exercise equal to all or part the surrender of the Exercise Price (rounded down, with any balance paid by cash or check or, unless Warrant and the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery payment of the duly executed Notice Warrant Price, as aforesaid, notwithstanding that the certificates representing the Shares shall not actually have been delivered or that the stock transfer books of Exercise. The the Company shall not then be obligated closed. In the event that the Warrant is exercised in respect of less than all of the Shares specified herein at any time prior to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Termination Date, a new Warrant evidencing the remaining Shares of Common Stock will be issued as soon as is practical after exerciseby the Company.

Exercise. Subject This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole or in part, upon delivery of written notice of intent to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” to the Company in the manner at the address of the Company set forth in Section 13 hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or its designee on a form specified bank check, (ii) by the cancellation of all or a portion of debt outstanding to the Holder from the Company on having an outstanding principal balance equal to the aggregate Exercise Price or before (iii) by the date surrender of a portion of this Warrant where the Option expiresShares subject to the portion of this Warrant that is surrendered have a fair market value equal to the aggregate Exercise Price. Unless In the Administrator determines otherwiseabsence of an established public market for the Common Stock, each fair market value shall be established by the Company's board of directors in a commercially reasonable manner. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such Notice must: a. state your election names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to exercise less than all of the Option and Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares with in respect to of which you are exercising the Option; b. be signed by you or, if you this Warrant shall not have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methodsbeen exercised, which method(s) new Warrant shall in all other respects be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable identical to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of ExerciseWarrant. The Company shall not covenants and agrees that it will pay when due any and all state and federal issue taxes which may be obligated to issue payable in respect of the issuance of this Warrant or the issuance of any shares Shares upon exercise of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisethis Warrant.

Exercise. Subject to this Agreement The Warrants and the Planpurchase rights represented thereby are exercisable by the Warrant Holder, unless in whole or in part, at any time after they vest until 5:00 p.m., Eastern Standard Time, on the Administrator determines otherwiseExpiration Date in accordance with the procedures set forth in Section 4(b) below. Upon receipt of the items required under Section 4(b) and the Warrant Holder's fulfillment of the other terms of Section 4(b), you may exercise the Option only by a written “Notice of Exercise” Company shall issue to the Company or its designee on Warrant Holder a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange certificate for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you purchased. The Warrant Holder, upon exercise of the Warrants, shall be deemed to have elected become the holder of the Shares represented thereby (and such Shares shall be deemed to purchasehave been issued) immediately prior to the close of business on the date or dates upon which the Warrants are exercised. In the event of any exercise of the rights represented by the Warrants, certificates for the Shares of Common Stock will so purchased shall be issued delivered to the Warrant Holder as soon as is practical and in any event within ten (10) business days after exercisereceipt of such notice and, unless the Warrants have been fully exercised or expired, new Warrants representing the remaining portion of the Warrants and the underlying Shares, if any, with respect to which this Warrant Agreement shall not then have been exercised shall also be issued to the Warrant Holder as soon as possible and in any event within such ten (10) day period.

Exercise. A. Subject to the limitation provided in Section 1.C below , this Agreement Warrant may be exercised at any time or from time to time from and after the PlanOriginal Issuance Date and before 5:00 p.m., unless Eastern Time, on the Administrator determines otherwiseExpiration Date, you may exercise the Option only by a written “Notice of Exercise” to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Priceany Business Day, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that full number of shares of Common Stock you have elected called for hereby, by surrendering it at the principal office of the Company, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, with the subscription form duly executed, together with (i) payment in an amount equal to purchase. Shares (a) the number of shares of Common Stock will called for on the face of this Warrant, as may be adjusted in accordance with the terms of this Warrant multiplied by (b) the then Purchase Price in effect at the time of exercise, or (ii) a conversion notice in the form set forth on Schedule I hereto indicating that the Holder has elected to exercise this Warrant pursuant to the procedures set forth in Section 1.B below. Payment of the Purchase Price must be made by payment in immediately available funds. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as soon provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as is practical the holder of such shares of record as of the close of business on such date. Within three (3) Business Days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value (as defined below) on the date of exercise of one full share of Common Stock. B. In lieu of exercising this Warrant for cash pursuant to Section 1. A above, the Holder may elect to satisfy the Purchase Price by exchanging the Warrant for a number of shares of Common Stock computed using the following formula (such election being referred to herein as a “Net Issue Exercise Election”): Where

Exercise. Subject Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Expiration Date, upon surrender of the Warrant Certificate to this Agreement Millicom at the office of the Warrant Agent, with the form of election to purchase on the reverse side thereof duly filled and executed, and upon payment of the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” full Exercise Price therefor to the Company or its designee warrant Agent on a form specified by behalf of Millicom, subject to the Company on or before terms conditions set forth herein and in the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment warrant Certificate Payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated made in the Notice of Exercise: i. cashier's cash or by certified or bank check in the amount of the Exercise Price made payable to the order of the Company; iiWarrant Agent for the account of Millicom. direction The rights of purchase represented by the Warrants shall be exercisable, at the election of the Registered Holders thereof, either as an entirety or from time to time for part only of the shares of ASN Common Stock specified therein and, in the event that any Warrant is exercised in respect of less than all of the shares specified therein at any time prior to the Company through your Notice Expiration Date, a new Warrant or Warrants shall be issued to such Registered Holder for the remaining number of shares specified in the Warrant Certificate so surrendered, and the Warrant Agent is hereby authorized to countersign and to deliver the required new Warrant Certificates pursuant to the provisions of this Section and Section 3 of this Agreement and Millicom, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of Millicom as provided in Section 3 hereof for such purpose. A warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the person entitled to send receive the share certificates securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify Millicom in writing of the exercise of the Warrant. Promptly following clearance of funds therefor, the Warrant Agent, on behalf of Millicom, shall cause to be issued under this Option to a licensed broker acceptable and delivered by the Transfer Agent, to the Company as your agent in exchange person or persons entitled to receive the same, a certificate or certificates for the broker's tendering securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder). Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the warrant to Millicom or as Millicom may direct in writing. Notwithstanding anything in the foregoing to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereofcontrary, the date of exercise Warrant Agent shall not be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, liable to remit to Millicom funds not received by the Company withholding from the shares of Common Stock otherwise issuable to you it upon the exercise of the Option (or portion thereof) Warrants if the whole number warrant Agent shall have delivered certificates for the securities issuable upon the exercise of shares with a Fair Market Value on such Warrants upon the date instruction of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseMillicom.

Exercise. Subject to the conditions and limitations herein set forth, from and after the date hereof, this Agreement Warrant may be exercised in whole or in part at any time or from time to time after the date hereof and until 5:00 p.m., Eastern time, on the Plan, unless Expiration Date by the Administrator determines otherwise, you may exercise registered holder hereof by the Option only by a written “Notice surrender of Exercise” this Warrant (with the subscription form annexed hereto duly completed and executed) to the Company or at its designee on a form specified by principal office, together with payment to the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price for the shares of Warrant Stock to be purchased hereunder. If this Warrant shall be exercised in full through onepart, the registered holder shall be entitled to receive a new Warrant covering the number of shares in respect of which this Warrant shall not have been exercised. All Warrants surrendered for exercise shall be canceled. The person or persons in whose name or names any certificate or certificates representing shares of Warrant Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder or holders of record of the shares represented thereby at the close of business on the date upon which this Warrant is exercised, whether or not the stock transfer books of the Company shall then be closed. In lieu of or in addition to the foregoing, and only if the Common Stock is then publicly traded on the Nasdaq National Market (or equivalent) or a combinationnational securities exchange, the registered holder of this Warrant may elect to receive without the following payment methodsby such holder of any additional consideration, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable shares equal to the order value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company (with the subscription form annexed hereto duly completed and executed), at the principal office of the Company; ii. direction Thereupon, the Company shall issue to the Company through your Notice registered holder such number of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of fully paid and nonassessable shares of Common Stock with a Fair Market Value on as is computed using the date following formula: Y (A-B) ------- A where Y = the number of exercise equal to all or part shares covered by this Warrant in respect of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option net issue election is being exercised; provided, however, that you may not surrender (turn in) previously held or owned made pursuant to this paragraph. A = the fair market value of one share of Common Stock of at the Company as payment unless you have held such stock for more than six months before time the surrendernet issue election is made pursuant to this paragraph. B = the Warrant Price per share in effect under this Warrant at the time the net issue election is made pursuant to this paragraph. For purposes hereof, the date fair market value of exercise one share of Common Stock shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value closing sale price on the date of exercise equal to all or part of principal public market on which it is traded on the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisepreceding trading day.

Exercise. Subject to The purchase rights set forth in this Agreement and are exercisable by the PlanWarrantholder, unless in whole or in part, at any time, or from time to time, prior to the Administrator determines otherwiseexpiration of the term set forth in Section 2, you may by tendering to the Company at its principal office (i) a notice of exercise in the Option only by a written “form attached hereto as Exhibit I (the "Notice of Exercise” to "), duly completed and executed, with option one or two being chosen as provided therein, and (ii) a duly completed and executed Stockholder Instrument of Accession in the Company or its designee on a form specified by attached hereto as Exhibit IV (the Company on or before the date the Option expires"Instrument of Accession"). Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number Promptly upon receipt of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in , the amount Instrument of Accession and the payment of the Purchase Price, if the Warrantholder is not choosing a Cashless Exercise Price payable (as defined below), in accordance with the terms set forth below, and in no event later than three (3) business days thereafter, the Company shall issue to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to Warrantholder a licensed broker acceptable to the Company as your agent in exchange certificate for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company number of shares of Common Stock with a Fair Market Value on purchased and shall execute the date acknowledgment of exercise equal to all or part in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; orwhich remain subject to future purchases, if any. v. unless (i) Upon choosing option one as provided in the Administrator determines otherwiseExercise Agreement, the Purchase Price may be paid by the Company withholding from Warrantholder in cash. (ii) The Warrantholder's choice of option two as provided in the shares Exercise Agreement (a "Cashless Exercise") and surrender of Common Stock otherwise issuable to you upon the exercise such Exercise Agreement shall be deemed a waiver of the Option (Warrantholder's obligation to pay the Purchase Price, or portion thereof) the whole number proportionate part thereof if this Warrant is exercised in part. In the event of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereofCashless Exercise, the date of exercise Warrantholder shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price exchange its Warrant for that number of shares of Common Stock you have elected to purchase. Shares which shall be multiplied by a fraction, the numerator of which shall be the difference between the then Average Closing Price Per Share of Common Stock will and the Exercise Price, and the denominator of which shall be issued as soon as is practical after exercisethe then Average Closing Price Per Share of Common Stock. (iii) Upon partial exercise the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date.

Exercise. Subject This Warrant may be exercised prior to its expiration -------- pursuant to Section 2.3 hereof by the holder hereof at any time and from time to time by surrender of this Agreement and Warrant, with the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “form of Notice of Exercise” Exercise or Conversion at the end hereof duly executed by such holder, to the Company or at its designee on a form specified principal office, accompanied by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabledpayment, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, certified or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified official bank check in the amount of the Exercise Price payable to the order of the Company or by wire transfer to its account, in the amount obtained by multiplying the number of shares of Warrant Stock for which this Warrant is then being exercised by the Exercise Price then in effect. In the event the Warrant is not exercised in full, the Company; ii, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (upon payment by such holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal to the balance of the number shares then purchasable under this Warrant. direction Upon any exercise of this Warrant, in whole or in part, the holder hereof may, in lieu of paying in cash the aggregate Exercise Price which otherwise would be payable with respect to the shares of Warrant Stock for which this Warrant is then being exercised (collectively, the "Exercise Shares"), (a) in the event the holder of this Warrant is also the holder of a promissory note or other debt instrument or obligation of the Company, convert a like amount of outstanding principal and/or accrued interest under such note, instrument or obligation into such number of shares of Warrant Stock, or (b) surrender this Warrant to the Company through your Notice together with a notice of Exercise conversion or cashless exercise, in which event the Company shall issue to send the share certificates Holder the number of shares of Warrant Stock determined as follows: X = Y (A-B)/A where: X = the number of shares of Warrant Stock to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for Holder. Y = the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares number of shares of Warrant Stock with respect to which the Option this Warrant is being exercised, as part of a cashless exercise; iii. unless A = the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value (as defined below) of one share of Warrant Stock. B = the Exercise Price. For purposes of this Section 2.1 and Section 20.5 below, the "Fair Market Value" of one share of Warrant Stock (the "Fair Market Value") at any date shall be determined as follows: (1) If shares of the same class or series as the Warrant Stock are at such time listed or admitted for trading on any national securities exchange or quoted on the National Quotation Market System of the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ"), then the Fair Market Value shall be equal to the closing market price for one such share on the trading day immediately preceding (i) the date of exercise equal to all holder's Notice of Exercise or part Conversion, or (ii) for purposes of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereofSection 20.5 below, the date of exercise shall be the date of Company's Call Notice (as hereinafter defined) or, if the Company exercises its call right set forth in Section 20.5 following delivery of (A) by the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance holder of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option Sale Notice (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exerciseas defined below). For purposes hereof, the date of exercise such Sale Notice. As used in this subparagraph (a), "market price" for such trading day shall be the date of delivery average of the duly executed Notice closing prices on such day of Exercise. The Company such shares on all domestic primary national securities exchanges on which such shares are then listed, or, if there shall have been no sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or if such shares shall not be obligated to issue any so listed, the average of the representative bid and asked prices at the end of such trading day as reported by NASDAQ. (2) If shares of Common the same class or series as the Warrant Stock until you have are not at such time listed or admitted for trading on any national securities exchange or quoted on NASDAQ, then the Fair Market Value of one share of Warrant Stock shall be determined by the Board of Directors of the Company in its reasonable good faith judgment; provided, that if -------- the holder advises the Company in writing that holder disagrees with such determination, then holder and the Company shall promptly select a reputable investment banking or appraisal firm to undertake a valuation of such shares. If the valuation of such investment banking or appraisal firm is greater than that determined by the Board of Directors by five percent (5%) or more, then all fees and expenses of such investment banking or appraisal firm shall be paid by the total Exercise Price Company. In all other circumstances, such fees and expenses shall be paid by holder. The determination of such investment banking or appraisal firm shall be conclusive for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisepurposes hereof.

Exercise. Subject to this Agreement and the Plan, unless the Administrator determines otherwise, you The Holder may exercise this Warrant, in whole or in part, at any time and from time to time beginning on January 1, 2001, and ending on January 1, 2004 (the Option only by a written “Notice "Expiration Date"). Upon delivery of Exercise” to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwisethis Warrant duly executed, each such Notice must: a. state your election to exercise the Option and the number of Shares together with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment in cash of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable thereby purchased, at the principal office of the Company or at such other address as the Company may designate by notice in writing to you the Holder, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. All shares of Common Stock issued upon the exercise of this Warrant shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and shall be registered under all applicable securities laws. In case of any partial exercise of this Warrant, the Option (or portion thereof) Company shall execute and deliver to the whole number Holder a new Warrant of shares with a Fair Market Value on like tenor and date for the date of exercise equal to all or part balance of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid purchasable hereunder. Certificates for the total Exercise Price for that number of shares of Common Stock you have elected purchased in accordance with the above provisions shall be delivered to purchasethe Holder promptly after exercise of the purchase rights represented by this Warrant. Shares The exercise of this Warrant shall be deemed effective on the day on which the Holder surrenders this Warrant and pays the Price for the shares of Common Stock will purchased hereunder to the Company and satisfies all of the other requirements of this Warrant. Upon such exercise, the Holder shall be issued as soon as is practical after exercisedeemed a shareholder of record of those shares of Common Stock for which this Warrant has been exercised with all rights of a shareholder, including, without limitation, all voting rights with respect to such shares and all rights to receive any dividends with respect to such shares.

Exercise. Subject a. Prior to exercising a Warrant, the holder of this Agreement Warrant Certificate is required to give a written certification that such holder is not a U.S. Person (as that term is defined in Rule 902(o) of Regulation S)and the Warrant is not being exercised on behalf of a U.S. Person, or a written written opinion of counsel, in form and substance satisfactory to the Company, to the effect that the Warrant and the Plan, unless Common Stock delivered upon exercise thereof have been registered under the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” to the Company Act or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option;exempt from registration thereunder. b. be signed by you orUpon the surrender of this Certificate, if you have died provision of the written certification or become disabledwritten opinion described in paragraph 3.a., by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by and payment of the Exercise Price in full through oneas aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or a combination, upon the written order of the following payment methodsregistered holder of this Warrant and in such name or names as the registered holder may designate, which method(s) a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of any Warrant. Such certificate or certificates shall be indicated in deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Common Stock on and as of the Notice date of Exercise: i. cashier's or certified check in the amount delivery to the Company of this Certificate and payment of the Exercise Price payable to as aforesaid. If, however, at the order date of surrender of this Certificate, provision of the Company; ii. direction to the Company through your Notice written certification or written opinion described in paragraph 3.a., and payment of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the such Exercise Price, the transfer books for the Shares with Common Stock purchasable upon the exercise of any Warrant shall be closed, the certificates for the Common Stock in respect to which any such Warrant are then exercised shall be issued and the Option is being exercisedowner of such Common Stock shall become a record owner of such Common Stock on and as of the next date on which such books shall be opened, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to and until such date the Company of shares of shall be under no duty to deliver any certificate for such Common Stock. c. The holder acknowledges that the Company will implement procedures to ensure that the Warrant may not be exercised within the United States and that the Common Stock delivered upon exercise thereof may not be delivered within the United States, other than in connection with a Fair Market Value Offshore Transactions as defined in Regulation S, unless registered under the Act or an exemption from such registration is available. d. It is the intent of Holder that upon the exercise of this Warrant, the issuance of the Shares would be pursuant to Regulation S. If on the date of exercise equal to all or part the issuance of the Exercise Price (with any balance paid Shares by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company to the holder would have qualified under Regulation S as payment unless you have held in effect on the date hereof but does not qualify on such stock for more than six months before exercise date because of an amendment to Regulation S promulgated after the surrender. For purposes date hereof, the date of exercise Company shall use its best efforts to register the Shares under the Act for resale by the holder. Such registration shall be at the date of delivery of (A) the duly executed Notice of Exercise cost and (B) the shares tendered for payment expense of the Exercise Price; ivCompany. unless the Administrator determines otherwiseExcept as specifically described in this paragraph, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from shall have no obligations whatsoever to register the shares of Common Stock otherwise issuable to you upon Shares under the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseAct.