Common use of Exercise Clause in Contracts

Exercise. This Warrant may be exercised 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 as Annex A hereto; (b) payment of the Exercise Price (i) in cash 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 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period).

Exercise. This Prior to the later of the second anniversary of the date hereof (the "Expiration Date"), this Warrant may be exercised in whole by the Holder, as to all or in part at any time during less than all of the Exercise Periodshares of Common Stock covered hereby, by delivery surrender of this Warrant at the following to the Company at its address set forth above Company's principal office (or at for all purposes of this Warrant, 154 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ such other address as it the Company may designate advise the registered Holder hereof by notice in writing given by certified or registered mail) with the form of election to subscribe attached hereto as Exhibit A duly executed and upon tender of payment to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment Company of the Exercise Price (i) for shares so purchased in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrantcheck. Upon the exercise date of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered receipt by the Company (herein called the "Exercise Date"), this Warrant shall be deemed to have been exercised and the person exercising the same shall become a holder of record of shares of Common Stock (or of the other securities or property to which he or it is entitled upon such exercise) purchased hereunder for all purposes, and certificates for such shares so purchased shall be delivered to the Holder or such other Person as soon as practicable its transferee within a reasonable time (and in any event within five Business Daysnot exceeding 10 days) after this Warrant shall have been exercised as set forth hereinabove. In the event that this Warrant is exercised in part, the Company will execute and deliver a new Warrant of like tenor exerciseable for the number of shares for which this Warrant may then be exercised. If this Warrant shall is not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered on or prior to the Holder or 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 Exercise Shares are to be issued upon exercise of Expiration Date, this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered void and payment all rights of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person Holder hereunder shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)cease.

Exercise. This Subject to Section 2.3 hereof, this Warrant may be exercised by the Holder in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached hereto as Annex A heretoA; (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtednesscheck, or (iiiii) pursuant to Section 2.2 hereof; and, 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant heretoin connection with any such transfer), shall be issued and delivered by the Company to the Holder or such other Person as soon promptly as practicable (and in any event within five (5) Business Days) after this Warrant shall have been exercisedreceipt of the Notice of Exercise. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate (or certificates representing certificates) for the Exercise Shares purchased that are delivered. Such new Warrant shall in all other respects be identical to this Warrantbeing issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period).

Exercise. This Warrant Subject to this Agreement and the Plan, unless the Administrator determines otherwise, you may be exercised in whole or in part at any time during exercise the Exercise Period, Option only by delivery a written “Notice of the following Exercise” to the Company at or its address set forth above (designee on a form specified by the Company on or at before the date the Option expires. Unless the Administrator determines otherwise, each such other address as it may designate by notice in writing Notice must: a. state your election to exercise the Holder): (a) an executed Notice Option and the number of Exercise in Shares with respect to which you are exercising the form attached as Annex A heretoOption; (b) 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 (i) in cash or immediately available funds, (ii) by cancellation of indebtednessfull through one, or (iiia combination, of the following payment methods, which method(s) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered shall be indicated in the name Notice of Exercise: i. cashier’s or certified check in the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 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 amount of the Exercise Price was madepayable 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, irrespective 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 such certificate (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 certificates, except that, if portion thereof) the whole number of shares with a Fair Market Value on 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 exercise equal to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before all or after the end part of the Exercise PeriodPrice (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 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. This Warrant may be exercised 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 as Annex A hereto; (b) payment of the Exercise Price (i) in cash 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 certificate or certificates for the Holder shall pay the Company an amount equal to the product of (x) the Exercise Price multiplied by (y) the total number of Warrant Shares so purchasedpurchased pursuant to this Warrant, registered by wire transfer or certified check payable to the order of the 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 name Registration Rights Agreement, dated as of the Holder or such other Person as may be designated by Warrant Date, between the Company and the Holder (the "REGISTRATION RIGHTS AGREEMENT")) with respect to all of the extent Warrant Shares, then at the option of the Holder, such transfer is not validly restricted and upon payment of any transfer taxes that are required to amount may be paid by the Holder pursuant hereto), shall be issued and delivered surrender of a portion of shares of Common Stock then held by the Company to the Holder or issuable upon such other Person as soon as practicable (exercise of this Warrant, which shall be valued 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 credited toward such amount due to the Company for the number exercise of Exercise the 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 remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued issuable upon exercise of this Warrant shall be deemed to have become the holder holder(s) of record of of, and shall be treated for all purposes as the record holder(s) of, the Warrant Shares represented thereby (and such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person Shares shall be deemed to have become the holder of such shares at been issued) immediately prior to the close of business on the next succeeding date on upon which the stock transfer books are open (whether before or after the end of the Exercise Period)this Warrant is exercised.

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

Exercise. This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole or in part at any time during the Exercise Periodpart, by upon delivery of the following written notice of intent to exercise to the Company in the manner at its the address of the Company set forth above (or at such other address as it may designate by notice in writing 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) an executed Notice of Exercise in the form attached as Annex A hereto; by certified or bank check, (b) payment by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) by the surrender of a portion of this WarrantWarrant 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 the exercise of this WarrantWarrant as aforesaid, the Company 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 certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name of the Holder or such other Person names and denominations as may be designated are requested by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 Holder. If this Warrant shall have been exercised. If 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 in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such which new Warrant shall in all other respects be identical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Warrant.

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

Exercise. This The purchase rights set forth in this Warrant may be exercised Agreement are exercisable by the Warrantholder, in whole or in part part, at any time, or from time during to time, prior to the Exercise Periodexpiration of the term set forth in Section 2 above, by delivery of the following tendering to the Company at its address principal office a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth above below, and in no event later than twenty-one (or at such other address as it may designate by notice in writing 21) days thereafter, the Company shall issue to the Holder):Warrantholder a certificate for the number of shares of Preferred Stock 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. The Exercise Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of Warrants (“Net Issuance”) as determined below. If the Warrantholder elects the Net Issuance method, 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 be issued to the Warrantholder. Y = the number of 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 of the above calculation, current fair market value of Preferred Stock shall mean with respect to each share of Preferred Stock: (i) if the exercise is in connection with an initial public offering of 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 product of (x) the initial “Price to Public” specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock 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) an executed Notice if traded on a securities exchange, the fair market value shall be deemed to be the product of Exercise in (x) the form attached as Annex A hereto;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 into which each share of Preferred Stock is convertible at the time of such exercise; or (b) payment of if actively traded over-the-counter, the Exercise Price (i) in cash 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 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued upon exercise of this Warrant fair market value shall be deemed to have become be the holder product of record (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 on of Common Stock sold by the date on Company, from authorized but unissued shares, as determined in good faith by its Board of Directors and (y) the number of shares of Common Stock into which this Warrant was surrendered and payment each share of Preferred Stock is convertible at the Exercise Price was made, irrespective of the date of delivery time of such certificate or certificatesexercise, except that, if the date of such surrender and payment is a date when the stock transfer books of unless the Company are closedshall become subject to a merger, such Person 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 have become be the holder 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 shares at amended Warrant Agreement shall be identical to those contained herein, including but not limited to the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Effective Date hereof.

Exercise. This The purchase rights set forth in this Warrant may be exercised Agreement are exercisable by the Warrantholder, in whole or in part part, at any time, or from time during to time, prior to the Exercise Periodexpiration of the term set forth in Section 2 above, by delivery of the following tendering to the Company at its address principal office a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth above below, and in no event later than twenty-one (or at such other address as it may designate by notice in writing 21) days thereafter, the Company shall issue to the Holder):Warrantholder a certificate for the number of shares of Preferred Stock 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. The Exercise Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of Warrants (“Net Issuance”) as determined below. If the Warrantholder elects the Net Issuance method, 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 be issued to the Warrantholder, Y = the number of 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 of the above calculation, current fair market value of Preferred Stock shall mean with respect to each share of Preferred Stock: (i) if the exercise is in connection with an initial public offering of 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 product of (x) the initial “Price to Public” specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock 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) an executed Notice if traded on a securities exchange, the fair market value shall be deemed to be the product of Exercise in (x) the form attached as Annex A hereto;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 into which each share of Preferred Stock is convertible at the time of such exercise; or (b) payment of if actively traded over-the-counter, the Exercise Price (i) in cash 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 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued upon exercise of this Warrant fair market value shall be deemed to have become be the holder product of record (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 on of Common Stock sold by the date on Company, from authorized but unissued shares, as determined in good faith by its Board of Directors and (y) the number of shares of Common Stock into which this Warrant was surrendered and payment each share of Preferred Stock is convertible at the Exercise Price was made, irrespective of the date of delivery time of such certificate or certificatesexercise, except that, if the date of such surrender and payment is a date when the stock transfer books of unless the Company are closedshall become subject to a merger, such Person 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 have become be the holder 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 shares at amended Warrant Agreement shall be identical to those contained herein, including, but not limited to the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Effective Date hereof.

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

Exercise. This The purchase rights represented by this Warrant may be exercised are exercisable by the Warrantholder, in whole or in part part, at any time, or from time to time during the Exercise Periodperiod set forth in Section 1 above, by delivery of the following to tendering the Company at its address set forth above (or at such other address as it may designate by principal office a notice in writing to the Holder): (a) an executed Notice of Exercise exercise in the form attached hereto as Annex Exhibit A hereto; (b) the "Notice of Exercise"), duly completed and executed. Upon receipt of the Notice of Exercise and the payment of the Exercise Price (i) in cash or immediately available fundsaccordance with the terms set forth below, (ii) by cancellation of indebtedness, or (iii) pursuant the Company shall issue to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrant, Warrantholder 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 number of Exercise Shares remaining shall be executed by shares of Stock of the Company purchased and delivered shall execute the Notice of Exercise indicating the number of shares of Stock which remain subject to the Holder or 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 Warrantfuture purchases, if any. The Person person or persons in whose name name(s) any certificate or certificates for the Exercise Shares are to certificate(s) representing shares of Stock shall be issued upon exercise of this Warrant shall be deemed to have become the holder holder(s) of record of the Shares represented thereby (and such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at been issued) immediately prior to the close of business on the next succeeding date on or dates upon which this Warrant is exercised. In the stock transfer books are open (whether before or after the end event of any exercise of the Exercise Period)rights represented by this Warrant, certificates for the Shares so purchased 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 this Warrant shall not then have been exercised shall also be issued to the Warrantholder as soon as possible and in any event within such thirty (30) day period.

Exercise. This Warrant may be exercised exercised, in whole or in part part, at any time and from time to time during the Exercise Period, . Such exercise shall be accomplished by delivery of the following tender to the Company at its address set forth above (or at such other address as it may designate by notice in writing of an amount equal to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Price multiplied by the number of underlying shares being purchased (the “Purchase Price”), either (i) in cash cash, by wire transfer or immediately available fundsby certified check or bank cashier’s check, payable to the order of the Company, or (ii) by cancellation a “Cashless Exercise” as set forth in Section 2(b), together with presentation and surrender to the Company of indebtedness, or this Warrant with an executed subscription agreement in substantially the form attached hereto as Exhibit A (iii) pursuant to Section 2.2 hereof; and (c) this Warrantthe “Subscription”). Upon receipt of the exercise of this Warrantforegoing, the Company will deliver to the Holder, as promptly as possible, a certificate or certificates for representing the Exercise Shares shares of Common Stock so purchased, registered in the name of the Holder or such other Person the Holder’s transferee (as may be designated by the Holder (permitted under Section 3 below). With respect to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued upon exercise of this Warrant shall Warrant, the Holder will for all purposes be deemed to have become the holder of record of such the number of shares of Common Stock purchased hereunder on the date on which this Warrant was surrendered the Subscription has been properly executed and payment of the Purchase Price have both been received by the Company (the “Exercise Price was madeDate”), irrespective of the date of delivery of the certificate evidencing such certificate or certificatesshares of the Common Stock, except that, if the date of such surrender and payment receipt is a date when on which the stock transfer books of the Company are closed, such Person shall person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after open. Fractional shares of Common Stock will not be issued upon the end exercise of this Warrant. In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holder will be entitled to receive cash equal to the current market price of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Period)Date. In the event this Warrant is exercised in part, the Company shall issue a new Warrant to 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 as to which this Warrant remains exercisable.

Exercise. This Warrant may be exercised (a) The Registered Holder may, at its option, elect to exercise this Warrant, in whole or in part and at any time during the Exercise Periodor from time to time, by delivery surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by or on behalf of the following to Registered Holder, at the Company at its address set forth above (principal office of the Company, or at such other address office or agency as it the Company may designate designate, accompanied by notice payment in writing to the Holder): (a) an executed Notice of Exercise full, in the form attached as Annex A hereto; (b) payment lawful money of the Exercise United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) including payment pursuant to Section 2.2 hereof; and (c1(b) this Warrant. 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant heretobelow), shall be 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued upon exercise of this Warrant Registered Holder shall be deemed to have become the holder of record of such shares the Warrant Shares on the date on which this Warrant was is surrendered and payment of the Exercise Purchase Price was is made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person Registered Holder shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open open (whether before b) In lieu of exercising this Warrant for cash, the Registered Holder may elect to receive shares equal to the value of this Warrant (or after the end portion thereof being exercised) by surrender of this Warrant at the principal office of the Exercise PeriodCompany together with notice of such election (a “Net Exercise”).. A Registered Holder who Net Exercises shall have the rights described in Section 1 hereof, and the Company shall issue to such Registered Holder a number of Warrant Shares computed using the following formula: Where

Exercise. This Warrant (a) 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 (the “Expiration Date”). Subject to other terms and conditions set forth herein, the Option may be exercised in whole cumulative installments in accordance with the vesting schedule set forth in the Notice of Grant, provided, that you remain in the employ of or a service provider to the Company or its Subsidiaries until the applicable dates set forth therein. (b) Subject to the relevant provisions and limitations contained herein and in part the Plan, you may exercise the Option to purchase all or a portion of the applicable number of Vested Shares at any time during prior to the Exercise Period, by delivery termination of the following Option pursuant to this Option Agreement. No less than 100 Vested Shares may be purchased at any one time unless the number purchased is the total number of Vested Shares at that time purchasable under the Option. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share. (c) Any exercise by you of the Option shall be in writing addressed to the Secretary of the Company at its address set forth above principal place of business. Exercise of the Option shall be made by delivery to the Company by you (or at such other address person entitled to exercise the Option as it may designate by notice in writing to the Holder): provided hereunder) of (ai) an executed “Notice of Exercise in the form attached as Annex A hereto; Stock Option Exercise,” and (bii) payment of the aggregate purchase price for shares purchased pursuant to the exercise. (d) Payment of the Exercise Price may be made, at your election, with the approval of the Company, (i) in cash cash, by certified or official bank check or by wire transfer of 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 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 (delivery to the extent such transfer is not validly restricted and upon payment Company of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time shares of Stock having a Fair Market Value 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 Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of exercise equal to the Exercise Price, (iii) by the delivery of such certificate a note, or certificates(iv) by net issue exercise, except thatpursuant to which the Company will issue to you a number of shares of Stock as to which the Option is exercised, if less a number of shares with a Fair Market Value as of the date of such surrender and payment is a date exercise equal to the Exercise Price. (e) If you are on leave of absence for any reason, the Company 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 will be limited to the extent to which those rights were earned or vested when the stock transfer books leave or absence began. (f) The terms and provisions of the employment agreement or consulting agreement, if any, between you and the Company or any Subsidiary (the “Employment Agreement”) that relate to or affect the Option are closedincorporated herein by reference. Notwithstanding the foregoing provisions of this Section 2 or Section 3, such Person in the event of any conflict or inconsistency between the terms and conditions of this Section 2 or Section 3 and the terms and conditions of the Employment Agreement, the terms and conditions of the Employment Agreement shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)controlling.

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

Exercise. This Warrant may be exercised in whole The Option Holder (or in part at any time the case of the death of the Option Holder, the designated legal representative or heir of the Option Holder) may exercise the ISOs during the Exercise Period, Period by delivery giving written notice to the [Corporate Secretary 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 Corporation] in the form attached as Annex A hereto; (b) payment of the Exercise Price (i) in cash 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 certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated required by the Holder Committee (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto“Exercise Notice”), shall be 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 Exercise Notice must specify the number of Exercise Shares remaining to be purchased, which shall be executed at least 100 unless fewer shares remain unexercised. The exercise date is the date the Exercise Notice is received by the Company and delivered to the Holder or 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 WarrantCorporation. The Person in whose name any certificate or certificates for Exercise Period commences on 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 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 which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of Grant Date] after 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 closedGrant Date, such Person shall be deemed later time and date being hereinafter referred to have become as the holder “Expiration Date,” subject to earlier expiration in the event of such shares at a termination of Service as provided in Section 6. Any ISOs not exercised as of the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end last day of the Exercise PeriodPeriod 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 cash, which may be in the form of a check, money order, cashier's check or certified check, payable to the Corporation, or (b) by delivering Shares of the Corporation already owned by the Option Holder having a Fair Market Value on the exercise date equal to the aggregate Exercise Price to be paid, [or (c) by instructing the Corporation to withhold Shares otherwise issuable upon the exercise having an aggregate Fair Market Value on the exercise date equal to the aggregate Exercise Price to be paid,] or (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 (if any), in which event the Shares acquired shall be delivered to the broker promptly following receipt of payment.

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

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

Exercise. This Warrant (a) Warrants in denominations of two or whole number multiples thereof may be exercised in whole or in part at any time during commencing with the Initial Warrant Exercise PeriodDate, 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 as Annex A hereto; (b) payment of the Exercise Price (i) in cash 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 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares ending at the close of business on the next succeeding date Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. Warrants shall be deemed to have been exercised immediately prior to the close of business on which the stock transfer books are open (whether before Exercise Date, provided that the Warrant Certificate representing such Warrants, 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 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 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, 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 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 all payments of an amount in cash or by check made payable to the order of the Company, equal to the Purchase Price, to be deposited promptly in the Company's bank account. (b) At any time upon the exercise of any Warrants after one (1) year and one day from the date hereof, the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Representative, and its successors or assigns, of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Purchase Price, but in no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to the Representative (so long as the Representative solicited the exercise of such Warrants as indicated upon the Subscription Form attached to the Warrant Certificate tendered for exercise), an amount equal to five percent (5%) of the Purchase Price of such Warrants being then exercised unless (1) the Representative shall have notified the Warrant Agent that the payment of such amount with respect to such Warrants is violative of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") or applicable state securities of "blue sky" laws, or (2) the Warrants are those underlying the Representative's Warrants, or (3) the market price of the Common Stock on the subject Exercise Date is lower than the Purchase Price, or (4) the Warrants are held in a discretionary account, or (5) the Warrants are exercised in an unsolicited transaction, in any of which events the Warrant Agent shall pay such amount to the Company; provided that the 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 amount payable aggregate $1,000, and provided further, that, in any event, any such payment (regardless of amount) shall be made not less frequently than monthly. (c) The Company shall not be required to issue fractional shares upon 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 so 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 value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX") or is traded on The Nasdaq National Market (" Nasdaq/NM"), the current market value of a share of Common Stock shall be the closing sale price of the Common Stock at the end of the Exercise Periodregular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges or Nasdaq/NM had the highest average daily trading volume for the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on either the NYSE or the AMEX and is not traded on Nasdaq/NM, but is quoted or reported on Nasdaq, the current market value of a share of 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 Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants as quoted or reported on Nasdaq, as the case may be; or (3) If the Common Stock is not listed or admitted to unlisted trading privileges on either of the NYSE or the AMEX, and is not traded on Nasdaq/NM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or other national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock shall be the 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 has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock 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 the date of exercise of the Warrants; or (5) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported 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 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. This Warrant may be exercised in whole by the Holder hereof (but only on the conditions herein set forth) as to all or in part at any time during increment or increments of One Hundred (100) Shares (or the Exercise Periodbalance of the Shares if less than such number), by upon delivery of the following written notice of intent to exercise to the Company at its address set forth above (the following address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): (a) an executed Notice of Exercise in Holder hereof, together with this Warrant and payment to the form attached as Annex A hereto; (b) payment Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) in cash by certified or immediately available fundsbank check, (ii) by cancellation the surrender of indebtedness, the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) pursuant by the surrender of a portion of this Warrant having a fair market value equal to Section 2.2 hereof; and (c) this Warrantthe aggregate Exercise Price. Upon the exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name of the Holder or such other Person names and denominations as may be designated are requested by the such Holder (subject to the extent such transfer is not validly restricted Sections 4 and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto5 hereof), shall be 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 . If this Warrant shall have been exercised. If 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 in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such which new Warrant shall in all other respects be identical to this Warrant. The Person Company 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 payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Warrant.

Exercise. This Each Warrant may be exercised in whole or in part by the Registered Holder thereof at any time after the Warrant is detached from the Unit and is separately traded, (the Initial Exercise Date), but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the Warrant Certificate. The Warrants shall be exercisable during such period on each business day that an applicable registration statement with respect to the Common Stock issuable upon exercise is effective. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Period, by delivery Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as 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 as Annex A hereto; (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon those securities upon the exercise of this Warrantthe 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 Exercise Shares so purchased, registered in the name securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Holder or such other Person as may be designated by the Holder (Registered Holder); provided, however, that prior to the extent date of issuance of such transfer is not validly restricted and upon certificates the Warrant Agent shall verify clearance of the checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any transfer taxes that are required Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company or as the Company may direct in writing. The Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued Agent upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Warrants.

Exercise. This Warrant may be exercised exercised, in whole at any time or in part at any from time during the Exercise Periodto time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by delivery the Holder of this Warrant by the following to surrender of this Warrant (with the Company subscription form at its the end hereof duly executed) at the address set forth above (or at such other address as it may designate by notice in writing to the Holder): (aSection 7(a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) hereof, together with proper payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtednessAggregate Warrant Price, or (iii) pursuant the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to Section 2.2 hereof; and (c) the order of the Company. If this WarrantWarrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon the exercise such surrender of this Warrant, the Company will (a) issue 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 for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is exercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, pursuant to the extent such transfer is not validly restricted and upon payment provisions of the Warrant. In lieu of any transfer taxes that are required fractional share of the Common Stock which would otherwise be issuable in respect to be paid by the Holder pursuant hereto)exercise of the Warrant, shall be issued and delivered by the Company at its option may (a) pay in cash an amount equal to the product of (i) the daily mean average of the closing price of a share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued Common Stock issuable upon such exercise of this Warrant within ten business days after such exercise and the person exercising shall be deemed to have become be the holder of record of the Common Stock issuable upon such shares exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective second anniversary of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)issuance.

Exercise. This Warrant (a) During the period that the Option is exercisable, it may be exercised in whole full or in part at any time during by the Exercise PeriodGrantee or his guardian or legal representative, and, in the event of the Grantee's death, by delivery the person or persons to whom the Option was transferred by will or the laws of descent and distribution, by delivering or mailing written notice of the following exercise to the Company at its Secretary of SLH. The written notice shall be signed by the person entitled to exercise the Option and shall specify the address set forth above (and Social Security number of such person. If any person other than the Grantee purports to be entitled to exercise all or at such other address as it may designate any portion of the Option, the written notice shall be accompanied by notice in writing proof, satisfactory to the Holder): (a) an executed Notice Secretary of Exercise in the form attached as Annex A hereto;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 exercise price for the shares as to which the Option is exercised either (i) in cash or immediately available fundscash equivalents, (ii) in shares of SLH common stock evidenced by cancellation of indebtednesscertificates 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 the date the written notice is received by the Secretary, or (iii) pursuant to Section 2.2 hereof; andin any combination of cash or cash equivalents and such shares. (c) this Warrant. Upon Notwithstanding the provisions of subsection (b) next above, shares acquired through the exercise of this Warrantan Incentive Stock Option granted the Plan 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, the Grantee may furnish a notarized statement reciting the number of shares being purchased under the Option and the number of SLH shares owned by the Grantee which could be freely delivered as payment. If the Grantee furnishes such a statement in payment of the exercise price, he will be issued a certificate for new shares representing the number of shares as to which the Option is exercised, less the number of shares described in the notarized statement as 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 statement of ownership pursuant to subsection (d) next above, a certificate or certificates Grantee may pay the exercise price for shares as to which the Exercise Shares so purchased, registered in the name Option is exercised by surrendering his right to exercise a portion of the Holder or such other Person as may be designated by the Holder (Option equal in value to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 exercisedsaid exercise price. If this Warrant shall not have been exercised in full, The Grantee would then receive a new Warrant exercisable certificate for the number of Exercise Shares shares issuable pursuant to the Grantee's exercise of the Option, reduced by a number of shares with an aggregate Fair Market Value equal to the exercise price, which latter number of shares would be deemed purchased pursuant to 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 of the Option, as described in subsections (d) and (e) next above, the number of shares remaining subject to the Option shall be executed reduced not only by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such number of new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be shares issued upon exercise of this Warrant 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 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 have become the holder of record of such shares extent specified in the notice on the date on which this Warrant was surrendered and that the written notice (together with required accompaniments respecting payment of the Exercise Price was made, irrespective exercise price) is received by the Secretary 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 SLH at the close of its then executive offices during regular business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)hours.

Exercise. This Warrant (1) Warrants in denominations of one or whole number multiples thereof may be exercised in whole or in part commencing at any time during on or after the Initial Warrant Exercise PeriodDate, by delivery of but not after the following Warrant Expiration Date, upon the terms and subject to the Company at its address conditions set forth above herein (or at such other address as it may designate by notice including the provisions set forth in writing to the Holder): (aSection 5 hereof) an executed Notice of Exercise and in the form attached as Annex applicable Warrant Certificate. A hereto; (b) payment of the Exercise Price (i) in cash 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 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed been exercised immediately prior to have become the holder of such shares at the close of business on the next succeeding date Exercise Date, provided that the Warrant Certificate representing such 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 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 the Exercise Date. If more than one Warrant Certificate 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 stock transfer books are open (whether before basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the end Exercise Date and in any event with ten business days after such date, 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 Exercise Period)Company shall deliver the same to 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 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 next full share or Warrant, as the case may be, any fraction less than one-half shall be eliminated.

Exercise. This The purchase rights set forth in this Warrant may be exercised are exercisable by the Warrantholder, in whole or in part part, at any time, or from time during to time, prior to the Exercise Periodexpiration of the term set forth in Section 2, by delivery of the following tendering to the Company at its address set forth above (or at such other address as it may designate by principal office a notice in writing to the Holder): (a) an executed Notice of Exercise exercise in the form attached hereto as Annex A hereto; Exhibit I (b) the “Notice of Exercise”), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the Exercise Purchase Price in accordance with the terms set forth below, and in no event later than three (i3) in cash or immediately available fundsdays thereafter, (ii) by cancellation of indebtedness, or (iii) pursuant the Company shall issue to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrant, Warrantholder 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 number of Exercise Shares remaining shares of Common Stock purchased and shall be executed by execute the Company and delivered 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 Holder or 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 Exercise Shares are to be issued upon following sentence, each exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed been effected immediately prior to have become the holder of such shares at the close of business on the next succeeding date day on which this Warrant shall have been surrendered to the Company as provided in the paragraph above. Notwithstanding the foregoing, if an exercise of all or any portion of this Warrant is being made in connection with (i) a proposed Acquisition, (ii) a proposed issuance or sale of, or dividend or distribution in respect of, capital stock transfer books are open (whether before or after the end any other securities of the Company, or (iii) a proposed transfer of capital stock or other securities of the Company, then, at the election of the Warrantholder, such exercise may be conditioned upon the consummation of such public offering, Acquisition, issuance, sale, dividend, distribution or transfer, in which case (A) such exercise shall be effective concurrently with the consummation of such public offering, Acquisition, issuance, sale, dividend, distribution or transfer, and (B) appropriate modifications will be made to the Notice of Exercise Periodto reflect the conditionality specified in this sentence. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Warrant and, if applicable, an amended Warrant representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue Common Stock in accordance with the following formula: X = Y(A-B) A Where: X = the number of shares of Common Stock to be issued to the Warrantholder. Y = the number of shares of Common Stock requested to be exercised under this Warrant. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (i) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) day period ending three days before the day the current fair market value of one (1) share of Common Stock is being determined; or (ii) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending three days before the day the current fair market value of one (1) share of Common Stock is being determined; or (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in The NASDAQ Stock Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors, unless the Company shall become subject to an Acquisition, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of Common Stock pursuant to such Acquisition. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Warrant representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Warrant shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

Exercise. This Warrant (a) During the period that the Option is exercisable, it may be exercised in whole full or in part at any time during by the Exercise PeriodGrantee, his or her legal representatives, guardian or Successor, by delivery delivering or mailing written notice of the following exercise to the Company at its Secretary of PHYHEALTH. The written notice shall be signed by each person entitled to exercise the Option and shall specify the address set forth above (and Social Security number of each such person. If any person other than the Grantee purports to be entitled to exercise all or at such other address as it may designate any portion of the Option, the written notice shall be accompanied by notice in writing proof, satisfactory to the Holder): (a) an executed Notice Secretary of Exercise in the form attached as Annex A hereto;PHYHEALTH, of that entitlement. (b) The written notice shall be accompanied by full payment of the Exercise Price exercise price for the shares as to which the Option is exercised in either (i) in cash cash, certified or immediately available fundsbank 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 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 cancellation using the closing price of indebtednessa share of PHYHEALH's Common Stock on the business day immediately preceding the date of exercise as reported on the principal securities exchange or other securities market on which the common stock is then being traded, or (iii) pursuant to Section 2.2 hereof; andin any combination of the foregoing. (c) this Warrant. Upon The written notice of exercise will be effective and 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 Option shall be designated by the Holder (deemed exercised to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by specified in the Holder pursuant hereto), shall be 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares notice on the date on which this Warrant was surrendered and that the written notice (together with required accompaniments respecting payment of the Exercise Price was made, irrespective exercise price) is received by the Secretary 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 PHYHEALTH at the close of its then executive offices during regular business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)hours.

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

Exercise. This Warrants may be exercised at any time on or after September [__], 2016 and on or before the Expiration Time; provided that holders shall be able to exercise their Warrants only if the exercise of such Warrants is exempt from, or in compliance with, the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that any Warrant Shares be issued on exercise of the Warrants reside (any exercise that would not, in the opinion of the Company upon advice of counsel, qualify for exemption from the registration requirements of the Securities Act will be effected as an exchange of the Warrants for Warrant Shares as provided in the Warrant Agreement); and In order to exercise all or any of the Warrants represented by this Series B Warrant Certificate, the holder must deliver to the Company this Series B Warrant Certificate and the form of election to exercise on the reverse hereof duly completed, which signature shall be medallion guaranteed by an institution which is a member of a Securities Transfer Association recognized signature guarantee program. The exercise of Warrants is subject to certain restrictions or exercise (including a minimum number of Warrants being exercised in a partial exercise of Warrants) as described in the Warrant Agreement). The Company pursuant to the terms of the Warrant Agreement will elect to have the Warrants which are exercised net settled in cash or net settled in shares of Common Stock as provided in the Warrant Agreement. No Warrant may be exercised in whole or in part at any time during after the Exercise PeriodExpiration Time, 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 as Annex A hereto; (b) payment of the Exercise Price (i) in cash 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 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 (and to the extent not exercised by such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by time the Holder pursuant hereto), Warrants shall be 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)void.

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

Exercise. This (a) Each Warrant may be exercised in whole or in part by the Registered Holder thereof at any time during on or after the Initial Exercise Date, 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 Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Period, by delivery Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the following to close of business on the Company at its address set forth above (Exercise Date. As soon as practicable on or at such other address as it may designate by notice after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant, and promptly after clearance of checks received in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Purchase Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon such Warrants, cause to be issued and delivered by the exercise of this WarrantTransfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the Exercise Shares so purchasedsecurities deliverable upon such exercise, registered (plus a certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, in the name case of payment made in the Holder form of a check drawn on an account of ▇▇▇▇▇ or such other Person 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 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 Rule 10b-6 (as such rule or any successor rule may be designated by in effect as of such time of exercise) promulgated under the Holder (to Securities Exchange Act of 1934, then the extent such transfer is not validly restricted and upon payment Warrant Agent, simultaneously with the receipt of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued 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). Within 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 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 deemed to have become determined in accordance with the holder provisions of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Section 10.

Exercise. This (a) Each Warrant may be exercised in whole or in part by the Registered Holder thereof at any time during on or after the Initial Exercise Date, 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 Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Period, by delivery Date and the person 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 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 holder of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon those securities upon the exercise of this Warrantthe 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 Exercise Shares so purchased, registered in the name securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Holder or such other Person as may be designated by the Holder (Registered Holder), unless prior to the extent date of issuance of such transfer is not validly restricted and upon 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 Exercise Price pursuant to such Warrants. Upon the exercise of any transfer taxes that are required Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to be paid by the Holder pursuant heretoCompany or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as specified in Section 4(a), shall be issued and delivered by above, a Registered Holder may from time to time at the Registered Holder's option convert this Warrant, in whole or in part, into a number of shares of Common Stock of the Company to determined by dividing (A) the Holder aggregate Fair Value of such shares 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued securities otherwise issuable upon exercise of this Warrant shall be deemed to have become minus the holder of record aggregate Exercise Price of such shares on by (B) the date on which this Warrant was surrendered and payment Fair Value of the Exercise Price was made, irrespective of the date of delivery of one such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)share.

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

Exercise. This Warrant may be exercised 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 as Annex A hereto; (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise For purposes of this WarrantAgreement, a certificate or certificates for the Exercise Option 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued deemed "Nonvested Shares" unless 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 until they have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant become "Vested Shares." The Option shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares events terminate at the close of business on the next succeeding tenth (10) anniversary of the date of this Agreement. Subject to 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, you may exercise the Option to purchase all or a portion of the applicable number of Vested Shares at any time prior to the termination of the Option pursuant to this Agreement. In no event shall you be entitled to exercise the Option for any Nonvested Shares or for a fraction of a Vested Share. Any exercise by you 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 (or other person entitled to exercise the Option as provided hereunder) of (i) an executed "Notice of Exercise of Common Stock Option and Record of Common Stock Transfer," in the 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 cash, by certified or official bank check or by wire transfer of immediately available funds, or (ii) by delivery to the Company of a number of shares of Stock having a fair market value as of the date of exercise equal to the Exercise Price. In the event that you shall cease to be employed by the Company or any Subsidiary or parent thereof for any reason other than Cause, your death or your "disability" (within the meaning of 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 stock transfer books are open same extent that you were entitled to exercise the 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" (whether before or within the meaning of section 22(e)(3) of the Code), the Option may only be exercised within one year after the end 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 the Option immediately prior to 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 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 Period)Employment Agreement, the terms and conditions of the Employment Agreement shall be controlling. Transferability . The Option, and any rights or interests therein will be transferable by you only by will or the laws of descent and distribution.

Exercise. This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole or in part at any time during the Exercise Periodpart, by upon delivery of the following written notice of intent to exercise to the Company in the manner at its the address of the Company set forth above (or at such other address as it may designate by notice in writing Section 13 hereof, together with this Warrant and payment to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) in cash by certified or immediately available fundsbank check, (ii) by the cancellation of indebtedness, all or a portion of debt outstanding to the Holder from the Company having an outstanding principal balance equal to the aggregate Exercise Price or (iii) pursuant by the surrender of a portion of this Warrant where the Shares subject to Section 2.2 hereof; and (c) the portion of this WarrantWarrant 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 the exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name of the Holder or such other Person names and denominations as may be designated are requested by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 Holder. If this Warrant shall have been exercised. If 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 in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such which new Warrant shall in all other respects be identical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Warrant.

Exercise. This The Warrants and the purchase rights represented thereby are exercisable by the Warrant may be exercised Holder, in whole or in part part, at any time during after they vest until 5:00 p.m., Eastern Standard Time, on the Exercise Period, by delivery Expiration Date in accordance with the procedures set forth in Section 4(b) below. Upon receipt of the following items required under Section 4(b) and the Warrant Holder's fulfillment of the other terms of Section 4(b), the Company shall issue to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Price (i) in cash 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, Warrant Holder 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Warrantshares of Common Stock purchased. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued Warrant Holder, upon exercise of this Warrant the Warrants, shall be deemed to have become the holder of record of the Shares represented thereby (and such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person Shares shall be deemed to have become the holder of such shares at been issued) immediately prior to the close of business on the next succeeding date on or dates upon which the stock transfer books Warrants are open (whether before or after exercised. In the end event of any exercise of the Exercise Period)rights represented by the Warrants, certificates for the Shares so purchased shall be delivered to the Warrant Holder as soon as practical and in any event within ten (10) business days after receipt of such notice and, unless the Warrants have been fully exercised or expired, new Warrants representing the remaining portion of the Warrants and the underlying 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 Warrant may be exercised at any time or from time to time from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on the Expiration Date, on any Business Day, for the full number of shares of Common Stock 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 (a) the number of shares of Common Stock 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 in whole or in part for less than the full number of shares of Common Stock at any the time during called for hereby, except that the Exercise Period, by delivery number 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 shares of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon Common Stock receivable upon the exercise of this WarrantWarrant 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 provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as 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 Exercise Shares so purchasednumber of full shares of Common Stock issuable upon such exercise, registered together with cash, in the name lieu of any fraction of a share, equal to such fraction of the Holder or such other Person then Fair Market Value (as may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Daysdefined below) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 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 of exercise of one full share of Common Stock. B. In lieu of exercising this Warrant was surrendered and payment 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 Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period).Election”): Where

Exercise. This a. Prior to exercising a Warrant, the holder of this Warrant may be 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 whole form and substance satisfactory to the Company, to the effect that the Warrant and the Common Stock delivered upon exercise thereof have been registered under the Act or in part at any time during are exempt from registration thereunder. b. Upon the Exercise Periodsurrender of this Certificate, by delivery provision of the following to the Company at its address set forth above (written certification or at such other address as it may designate by notice written opinion described in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) paragraph 3.a., and payment of the Exercise Price (i) in cash as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or immediately available funds, (ii) by cancellation upon the written order of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise registered holder of this WarrantWarrant and in such name or names as the registered holder may designate, a certificate or certificates for the Exercise Shares number of full shares of Common Stock so purchased, registered in purchased upon the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment exercise of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 exercisedWarrant. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the Such certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical deemed to this Warrant. The Person in whose name have been issued and any certificate or certificates for the Exercise Shares are person so designated to be issued upon exercise of this Warrant named therein shall be deemed to have become the a holder of record of such shares Common Stock on and as of the date on which of the delivery to the Company of this Warrant was surrendered Certificate and payment of the Exercise Price was madeas aforesaid. If, irrespective of however, at the date of delivery surrender of this Certificate, provision of the written certification or written opinion described in paragraph 3.a., and payment of such Exercise Price, the transfer books for the Common Stock purchasable upon the exercise of any Warrant shall be closed, the certificates for the Common Stock in respect to which any such Warrant are then exercised shall be issued and the owner of such Common Stock shall become a record owner of such Common Stock on and as of the next date on which such books shall be opened, and until such date the Company shall be under no duty to deliver any certificate for such Common Stock. c. The holder acknowledges that the Company will implement procedures to ensure that the Warrant may not be exercised within the United States and that the Common Stock delivered upon exercise thereof may not be delivered within the United States, other than in connection with Offshore Transactions as defined in Regulation S, unless registered under the Act or certificatesan exemption from such registration is available. d. It is the intent of Holder that upon the exercise of this Warrant, except that, if the issuance of the Shares would be pursuant to Regulation S. If on the date of such surrender and payment is a date when exercise the stock transfer books issuance of the Shares by the Company are closedto the holder would have qualified under Regulation S as in effect on the date hereof but does not qualify on such exercise date because of an amendment to Regulation S promulgated after the date hereof, such Person the Company shall use its best efforts to register the Shares under the Act for resale by the holder. Such registration shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end cost and expense of the Exercise Period)Company. Except as specifically described in this paragraph, the Company shall have no obligations whatsoever to register the Shares under the Act.

Exercise. This Warrant Commencing on the First Borrowing Date, prior to December 31, 2000, the Warrants may be exercised in whole from time to time by the holder thereof (but only on the conditions hereinafter set forth) as to fifty percent (50%) of the Warrants and after December 31, 2000, as to all of the Warrants, or in part at any time during the Exercise Periodincrement or increments of one (1) Share thereof, by upon delivery of the following written notice of intent to exercise to the Company Issuer at its the address set forth above (or at such other address as it may designate by notice in writing Section 16 hereof, together with the Warrant Certificate(s) and a check payable to the Holder): (a) an executed Notice of Exercise in Issuer for the form attached as Annex A hereto; (b) payment aggregate purchase price of the Exercise Price (i) in cash Shares so purchased. Subject to any regulatory approvals or immediately available fundsnotifications required for the Issuer to issue any Shares, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the upon exercise of this Warrantthe Warrants, the Issuer shall as promptly as practicable, and in any event within ten (10) days thereafter, execute and deliver to the holder of the Warrants a certificate or certificates for the Exercise total number of Shares so purchased, registered for which the Warrants are being exercised in the name of the Holder Administrative Agent or such other Person as may a permitted transferee under Section 4(a) hereof. If the Warrants are exercised with respect to fewer than all of the Shares, the holder shall be designated by the Holder (entitled to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant heretoreceive one or more new Warrant Certificate(s), shall be issued and delivered by in the Company to same form as 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 fulloriginal, a new Warrant exercisable for covering the number of Exercise Shares remaining shall be executed by in respect of which the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrants have not been exercised ("Replacement Warrant shall in all other respects be identical to this WarrantCertificate(s)"). The Person Issuer covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of the Warrants, Warrant Certificate(s) or any certificate Replacement Warrant Certificate(s), or certificates for in respect of the Exercise issuance of any Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Warrants.

Exercise. This Subject to the conditions and limitations herein set forth, from and after the date hereof, this Warrant may be exercised in whole or in part at any time during or from time to time after the Exercise Perioddate hereof and until 5:00 p.m., Eastern time, on the Expiration Date by delivery the registered holder hereof by the surrender of this Warrant (with the following subscription form annexed hereto duly completed and executed) to the Company at its address set forth above (or at such other address as it may designate by notice in writing principal office, together with payment to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment Company of the Exercise Price (i) in cash 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 certificate or certificates for the Exercise Shares so purchased, registered in the name shares of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required Warrant Stock to be paid by the Holder pursuant hereto), shall be 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 purchased hereunder. If this Warrant shall have been exercised. If be exercised in part, 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 in full, a new Warrant exercisable exercised. All Warrants surrendered for the number of Exercise Shares remaining exercise shall be executed by the Company and delivered to the Holder canceled. The person or such other Person at the same time as the persons in whose name or names any certificate or certificates representing the Exercise Shares purchased are delivered. Such new shares of Warrant Stock shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued issuable upon exercise of this Warrant shall be deemed to have become the holder or holders of record of such the shares represented thereby at the close of business on the date on upon which this Warrant was surrendered and payment of the Exercise Price was madeis exercised, irrespective of the date of delivery of such certificate whether or certificates, except that, if the date of such surrender and payment is a date when not the stock transfer books of the Company are 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 national securities exchange, the registered holder of this Warrant may elect to receive without the payment by such Person holder of any additional consideration, shares equal to the 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. Thereupon, the Company shall issue to the registered holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: Y (A-B) ------- A where Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this paragraph. A = the fair market value of one share of Common Stock at the time the net 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 fair market value of one share of Common Stock shall be deemed to have become the holder of such shares at the close of business closing sale price on the next succeeding date principal public market on which it is traded on the stock transfer books are open (whether before or after the end of the Exercise Period)preceding trading day.

Exercise. This Warrant may be exercised The purchase rights set forth in this Agreement are exercisable by the Warrantholder, in whole or in part part, at any time, or from time during to time, prior to the Exercise Periodexpiration of the term set forth in Section 2, by delivery of the following tendering to the Company at its address set forth above principal office (or at such other address as it may designate by i) a notice in writing to the Holder): (a) an executed Notice of Exercise exercise in the form attached hereto as Annex A hereto; Exhibit I (bthe "Notice of Exercise"), 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 form attached hereto as Exhibit IV (the "Instrument of Accession"). Promptly upon receipt of the Notice of Exercise, the Instrument of Accession and the payment of the Purchase Price, if the Warrantholder is not choosing a Cashless Exercise Price (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 Warrantholder a certificate for the number of shares of Common Stock 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. (i) Upon choosing option one as provided in cash 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 certificate or certificates for the Exercise Shares so purchasedAgreement, registered in the name of the Holder or such other Person as Purchase Price may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), Warrantholder in cash. (ii) The Warrantholder's choice of option two as provided in the Exercise Agreement (a "Cashless Exercise") and surrender of such Exercise Agreement shall be issued deemed a waiver of the Warrantholder's obligation to pay the Purchase Price, or the proportionate part thereof if this Warrant is exercised in part. In the event of a Cashless Exercise, the Warrantholder shall exchange its Warrant for that number of shares of Common Stock 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 and delivered by the Exercise Price, and the denominator of which shall be the then Average Closing Price Per Share of Common Stock. (iii) Upon partial exercise the Company to shall promptly issue an amended Agreement representing 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 remaining number of Exercise Shares remaining shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be executed by the Company and delivered to the Holder or 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 those contained herein, including, but not limited to the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Effective Date.

Exercise. (a) This Warrant may be exercised as to all or any lesser number of Shares covered hereby upon the surrender of this Warrant, with the Subscription Form attached hereto duly completed and executed, together with the full purchase price in whole cash, or by certified or official bank check payable in part at any time during the Exercise PeriodUnited States Funds, by delivery for each Share of the following Company as to which this Warrant is exercised, at the Company at its address set forth above (principal office of the Company, or at such other address office or agency as it the Company may designate by notice in writing to designate, on or before the Holder): expiration date of this Warrant (a) an executed Notice such surrender and payment being hereinafter called the "exercise of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant"). Upon As soon as practicable after the exercise of this Warrant, the holder hereof shall be entitled to receive a certificate or certificates for the Exercise number of Shares so purchased, registered in the name of the Holder or purchased upon such other Person as may be designated by the Holder (to the extent such transfer is not validly restricted exercise and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 number or Warrants representing any unexercised portion of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 This Warrant shall be cancelled upon such exercise. Each person in whose name any certificate or certificates for Shares is issued shall, for all purposes, be deemed to have become the Exercise holder of record of such Shares are to be issued upon at the close of business on the date of exercise of this Warrant Warrant, irrespective of the date of delivery of such certificates, except that if the transfer books of the Company are closed on such date, such person shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares Shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after open. Nothing in this Warrant shall be construed as conferring upon the end holder hereof any rights as a shareholder of the Exercise Period)Company.

Exercise. This (a) A UNIT WARRANT shall be exercisable only by 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 the United States, of the Warrant Exercise Price for each full Share as to which the UNIT WARRANT is exercised, to the Warrant Agent. The Warrant Agent is the COMPANY's Transfer Agent, Olde Monmouth Stock Transfer Co., ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. The COMPANY shall give notice to the registered HOLDERS of UNIT WARRANTS of any change in the address of, or in the designation of, its Warrant Agent. A UNIT WARRANT may be exercised in whole or in part at any time during only if a Registration Statement registering the Exercise Period, by delivery unregistered shares 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 as Annex A hereto;Common Stock is effective. (b) payment A UNIT WARRANT may be exercised wholly or in part. If a UNIT WARRANT is only exercised in part, a new UNIT WARRANT for the number of Shares as to which the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant UNIT WARRANT shall not have been exercised shall be issued to Section 2.2 hereof; andthe registered HOLDER. (c) this Warrant. Upon As soon as practicable after the exercise of this Warrantany UNIT WARRANT, the COMPANY shall issue to or upon the order of the registered HOLDER a certificate or certificates for the Exercise number of full Shares so purchasedwhich he is entitled, registered in the such name of the Holder or such other Person names as may be designated directed by him. (d) All Shares issued upon exercise of a UNIT WARRANT shall be validly issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of the Holder (to issue thereof and all costs of issuance. However, the extent such transfer is 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 validly restricted and upon payment of any transfer taxes that are be required to be paid by issue or deliver any stock certificate in such case until the Holder pursuant hereto), shall be 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 tax shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 paid. (e) Each person in whose name any such certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant the UNIT WARRANT was surrendered and payment of the Warrant Exercise Price and applicable taxes was made, irrespective of the date of delivery of such certificate or certificatescertificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company COMPANY are closed, the person or persons entitled to receive Shares upon such Person exercise shall be deemed to have become considered the record holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before and shall be entitled to receive only dividends or distributions which are payable to holders of record after the end of the Exercise Period)that date.

Exercise. This Warrant The Option shall be exercisable during Optionee's -------- lifetime only by 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 of a written notice of such exercise pursuant to the notice procedures set forth in Section 6 hereof, 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 payment in full of such aggregate Exercise Price in cash or by a cashier's or certified bank check payable to the Company; provided, however, that payment of such aggregate Exercise Price may instead be made, 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):part: (a) an by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed Notice stock powers, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of Exercise in any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the form attached basis of the aggregate Fair Market Value (as Annex A hereto;defined below) thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock; and/or (b) payment by reducing the number of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation shares of indebtedness, or (iii) pursuant Common Stock to Section 2.2 hereof; and (c) this Warrant. 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or Optionee upon such other Person as soon as practicable exercise (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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are reduction to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares valued on the date on which this Warrant was surrendered and payment basis of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if aggregate Fair Market Value (determined on the date of such surrender and payment is a date when the stock transfer books exercise) of the additional shares of Common Stock 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 withheld or ganted at the Administrator's sole descretion, and (ii) the Company are closed, is not then prohibited from purchasing or acquiring such Person additional shares of Common Stock. The "Fair Market Value" of a share of Common Stock or other security on any day shall be deemed equal to have become the holder last sale price, regular way, per share or unit of such shares at other security on such day or, in case no such sale takes place on such day, the close average of business the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the next succeeding date 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 reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the stock transfer books shares of Common Stock or such other security are open (whether before listed or after admitted to trading or, if the end 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 Exercise Period)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. This Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise A WARRANT shall be exercisable only by the registered holder (HOLDER or its assignee) surrendering it, together with the subscription form set forth in the form attached WARRANT duly executed, accompanied by payment, in full, in lawful money of the United States, of the Warrant Exercise Price for each full Share as Annex A hereto;to which the WARRANT is exercised, to the Warrant Agent. The Company shall act as its own Warrant Agent, and can be reached by phone at (403) 264-6300 or by ▇▇▇▇ ▇▇ ▇▇▇▇ - 4th Street SE, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ give notice to the registered HOLDER of WARRANTS of any change in the address of, or in the designation of, its Warrant Agent. (b) payment A WARRANT may be exercised wholly or in part. If a WARRANT is only exercised in part, a new WARRANT for the number of Shares as to which the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant WARRANT shall not have been exercised shall be issued to Section 2.2 hereof; andthe registered HOLDER. (c) this Warrant. Upon As soon as practicable after the exercise of this Warrantany WARRANT, the COMPANY shall issue to or upon the order of the registered HOLDER a certificate or certificates for the Exercise number of full Shares so purchasedwhich he is entitled, registered in the such name of the Holder or such other Person names as may be designated directed by him. Neither the WARRANT nor the Shares issuable upon exercise of a WARRANT have been registered under the Securities Act of 1933, as amended. HOLDER hereof and thereof shall be subject to such restrictions imposed by the Holder Securities Act of 1933, as amended, upon the sale or other disposition thereof. (to d) All Shares issued upon exercise of a WARRANT shall be validly issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of the extent such transfer is 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 validly restricted and upon payment of any transfer taxes that are be required to be paid by issue or deliver any stock certificate in such case until the Holder pursuant hereto), shall be 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 tax shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 paid. (e) Each person in whose name any such certificate or certificates for the Exercise Shares are to be is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which this Warrant the WARRANT was surrendered and payment of the Warrant Exercise Price and applicable taxes was made, irrespective of the date of delivery of such certificate or certificatescertificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company COMPANY are closed, the person or persons entitled to receive Shares upon such Person exercise shall be deemed to have become considered the record holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before and shall be entitled to receive only dividends or distributions which are payable to holders of record after the end of the Exercise Period)that date.

Exercise. This Each Warrant may be exercised in whole or in part by the Registered Holder thereof at any time during on or after the date hereof, 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 Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Period, by delivery Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as 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 close of Exercise in the form attached as Annex A hereto; (b) payment of business on the Exercise Price (i) in cash Date. As soon as practicable on or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of this Warranta 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 Exercise Shares so purchased, registered in the name securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Holder or such other Person as may be designated by the Holder (Registered Holder), unless prior to the extent date of issuance of such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by certificates the Company shall instruct the Warrant Agent to the Holder or refrain from causing such other Person as soon as practicable (and issuance of certificates pending clearance of checks received 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 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 Purchase Price was made, irrespective pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the date of delivery of such certificate or certificatesfunds received, except that, if the date of such surrender and Warrant Agent shall promptly remit the payment is a date when received for the stock transfer books of Warrant to the Company are closed, such Person shall be deemed to have become or as the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Company may direct in writing.

Exercise. This Warrant may be exercised exercised, in whole or in part part, at any time and from time to time during the Exercise Period, . Such exercise shall be accomplished by delivery of the following tender to the Company at its address set forth above (or at such other address as it may designate by notice in writing of an amount equal to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Price multiplied by the number of underlying shares being purchased (the "Purchase Price"), either (i) in cash cash, by wire transfer or immediately available fundsby certified check or bank cashier's check, payable to the order of the Company, or (ii) by cancellation a "Cashless Exercise" as set forth in Section 2(b), together with presentation and surrender to the Company of indebtedness, or this Warrant with an executed subscription agreement in substantially the form attached hereto as Exhibit A (iii) pursuant to Section 2.2 hereof; and (c) this Warrantthe "Subscription"). Upon receipt of the exercise of this Warrantforegoing, the Company will deliver to the Holder, as promptly as possible, a certificate or certificates for representing the Exercise Shares shares of Common Stock so purchased, registered in the name of the Holder or such other Person the Holder's transferee (as may be designated by the Holder (permitted under Section 3 below). With respect to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued upon exercise of this Warrant shall Warrant, the Holder will for all purposes be deemed to have become the holder of record of such the number of shares of Common Stock purchased hereunder on the date on which this Warrant was surrendered the Subscription has been properly executed and payment of the Purchase Price have both been received by the Company (the "Exercise Price was madeDate"), irrespective of the date of delivery of the certificate evidencing such certificate or certificatesshares of the Common Stock, except that, if the date of such surrender and payment receipt is a date when on which the stock transfer books of the Company are closed, such Person shall person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after open. Fractional shares of Common Stock will not be issued upon the end exercise of this Warrant. In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holder will be entitled to receive cash equal to the current market price of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Period)Date. In the event this Warrant is exercised in part, the Company shall issue a new Warrant to 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 as to which this Warrant remains exercisable.

Exercise. This (i) A Warrant Holder may be exercised exercise this Warrant, in whole or in part at any time during part, to purchase the Exercise Periodvested Underlying Shares in such amounts as may be elected upon surrender of this Warrant, by delivery of the following together with a duly executed Subscription Form, to the Company at its address 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 by certified check or bank draft payable in United States dollars to the order of the Company and upon compliance with and subject to the conditions set forth above (or at such other address as it may designate by notice in writing to the Holder):herein. (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise receipt of this Warrant, together with a certificate or certificates duly executed Subscription Form, and accompanied by payment of the Underlying Share Purchase Price for the Exercise number of vested Underlying Shares so purchasedfor which this Warrant is then being exercised, registered in the name of the Holder or such other Person as may be designated by the Holder (Company shall, subject to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required Section 7(b) hereof, cause to be paid by the Holder pursuant hereto), shall be issued and delivered promptly, but in no event later than the third Business Day after the date on which the Company receives this Warrant, the Subscription Form and the Underlying Share Purchase Price, to the Warrant Holder certificates for such shares of Common Stock in such denominations as are requested by the Company to Warrant Holder in the Subscription Form. (iii) In case a Warrant Holder or such other Person as soon as practicable (and in any event within five Business Days) after shall exercise this Warrant shall have been exercised. If this Warrant shall not have been exercised in fullwith respect to less than all of the Underlying Shares, the Company will execute a new Warrant Warrant, which shall be exercisable for the number balance of Exercise the Underlying Shares remaining shall that may be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued 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 become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed been exercised immediately prior to have become the holder of such shares at the close of business on the next succeeding date on which Exercise Date, and the stock transfer books are open (whether before or after Person entitled to receive the end 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 holder of such Underlying Shares and new Warrant, respectively, upon such exercise as of the close of business on the Exercise Period)Date.

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

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

Exercise. This Warrant may be exercised 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 At all times prior to the Expiration Date (as defined below), the Holder may (in the form attached as Annex A hereto; (bits sole discretion) payment exercise this Warrant for all or any part of the Exercise Price Warrant Shares purchasable hereunder (i) in cash 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 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 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 or any portion thereof is exercised, an “Exercise Date”). This Warrant, to the extent not exercised on or before the 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 Company at its then principal executive offices, together with an Exercise Notice in the form attached hereto as Exhibit A (each, an “Exercise Notice”), duly completed (including specifying the number of Warrant Shares to be purchased) and executed; and (ii) payment to the Company of the Exercise Price was madeper Warrant Share to be issued (the “Aggregate Exercise Price”). (c) The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, irrespective nor shall any ink-original signature or medallion guarantee (or other type of the date of guarantee or notarization) with respect to any Exercise Notice be required. Execution and delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Notice with respect to less than all of the Warrant Shares 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 Warrant Shares.

Exercise. This Warrant Certificate may be exercised at any time or from time to time on or after the date hereof; provided, however, that this Warrant Certificate shall be void and all rights represented hereby shall cease unless exercised in full before August 1, 2005 (the "Expiration Date"). In order to exercise this Warrant Certificate, in whole or in part at any time during part, the Exercise Period, by delivery of the following Holder hereof shall deliver to the Company at its address set forth above (principal office, or at such other address office as it may designate shall be designated by notice in writing the Company pursuant to the Holder):Agreement: (a) an executed Notice written notice of Exercise in Holder's election to exercise this Warrant Certificate, which notice shall specify the form attached as Annex A heretonumber of shares [minimum of twenty five thousand (25,000)] of Common Stock to be purchased pursuant to such exercise; (b) payment of the full Exercise Price (i) in cash or immediately available funds, (ii) multiplied by cancellation the number of indebtedness, or (iii) pursuant shares of Common Stock subject to Section 2.2 hereofsuch exercise); and (c) this WarrantWarrant Certificate, properly endorsed. Upon The Exercise Price may be paid, at the election of the Holder, in cash, cashier's check and/or by delivering shares of Common Stock having a Current Fair Market Value equal to the Exercise Price, including shares which would be deliverable upon exercise of this Warrantthe Warrant (a "cashless exercise"). The Holder may elect to effectuate a cashless exercise by delivering to the Company written notice of its exercise, a certificate or certificates for stating the number of shares to be exercised and that 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 validly restricted and upon payment of any transfer taxes that are required to Price shall be paid by canceling Warrants representing the Holder pursuant hereto), shall be issued and delivered by the Company right 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 purchase the number of Warrant Shares having a value equal to such Exercise Shares remaining Price. The value of such canceled Warrants shall be executed by the Current Fair Market Value of the Company and delivered to the Holder or 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 Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares Common Stock on the date on which this Warrant was surrendered and payment of such notice is first sent or given less the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)therefore.

Exercise. This Warrant may be exercised in whole by the Holder hereof (but only on the conditions herein set forth) as to all or in part at any time during increment or increments of One Hundred (100) Shares (or the Exercise Periodbalance of the Shares if less than such number), by upon delivery of the following written notice of intent to exercise to the Company at its address set forth above (the following address: 745 Birginal Drive, Bensenville, IL 6010-1212 or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): (a) an executed Notice of Exercise in Holder hereof, together with this Warrant and payment to the form attached as Annex A hereto; (b) payment Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) in cash by certified or immediately available fundsbank check, (ii) by cancellation the surrender of indebtedness, the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) pursuant by the surrender of a portion of this Warrant having a fair market value equal to Section 2.2 hereof; and (c) this Warrantthe aggregate Exercise Price. Upon the exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name of the Holder or such other Person names and denominations as may be designated are requested by the such Holder (subject to the extent such transfer is not validly restricted Sections 4 and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto5 hereof), shall be 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 . If this Warrant shall have been exercised. If 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 in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such which new Warrant shall in all other respects be identical to this Warrant. The Person Company 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 payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Warrant.

Exercise. This Warrant (a) Warrants in denominations of one or whole number multiples thereof may be exercised in whole or in part by the Registered Holder thereof commencing at any time during on or after the Initial Warrant Exercise PeriodDate, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. Warrants may be exercised by delivery their holders as follows: The exercise of Warrants shall be accomplished upon surrender of the following Warrant Certificate evidencing such Warrants, with the Subscription Form (cash or cashless) on the reverse side thereof duly filled in and executed, to the Company Warrant Agent at its address set forth above (or at such other address as it may designate by notice in writing business office, together with payment to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment Warrant Agent of the Exercise Price (ias of the date of such surrender) of the Warrants then being exercised (in cash the case of an exercise for cash) and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or immediately available governmental charges which the Company may be required by law to collect in respect of such exercise. (b) Payment of the Exercise Price (if applicable) and other amounts may be made by wire transfer of good funds, (ii) or by cancellation certified or bank cashier's check, payable in lawful money of indebtednessthe 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 (iii) pursuant to Section 2.2 hereof; and (c) this declared, on any securities issuable upon exercise of a Warrant. Upon A Warrant shall be deemed to have been exercised immediately prior to the exercise close of this Warrant, a certificate or certificates for business on the Exercise Shares so purchasedDate and upon exercise thereof, registered in the name person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of the Holder or such other Person securities issuable thereby as may be designated by of the Holder (to close of business on the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as Exercise Date. . As soon as practicable (on or after the Exercise Date and in any event within five Business Days) business days after this Warrant shall have been exercised. If this Warrant shall not such date, if one or more Warrants have been exercised in fullthe manner described in this subsection (a), a new the Warrant exercisable for the number Agent on behalf of Exercise Shares remaining shall be executed by the Company and delivered shall cause to be issued to the Holder person or such other Person at persons entitled to receive 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 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, equal to the Exercise Shares are Price of such Warrants (if applicable), to be issued upon exercise of this Warrant deposited promptly in the Company's bank account or paid directly to the Company, as specified by the Company. (c) The Company shall not be deemed required to have become the holder of record of such issue fractional shares on the date exercise of Warrants. Warrants may be exercised only in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on which this Warrant was surrendered and payment the basis of the Exercise Price was made, irrespective aggregate number of shares purchasable on exercise of the date Warrants presented. If any fraction of delivery of such certificate or certificatesa share would, except thatfor the provisions provided herein, if be issuable on the date exercise of such surrender and payment is a date when the stock transfer books of any Warrant (or specified portion thereof), the Company are closed, shall pay an amount in cash equal to such Person shall be deemed to have become fraction multiplied by the holder then current Market Price of such shares at the close a share of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Common Stock.

Exercise. This Warrant (a) Unless otherwise determined by the Committee, the Option will be exercisable during the Participant's lifetime only by the Participant (or his or her legal representative), and after the Participant's death only by the Participant's legal representative. The Option may only be exercised in whole or in part at any time during by the Exercise Period, by delivery of the following to the Company at of a properly completed written notice, in form specified by the Committee or its address set forth above (or at designee, which notice must specify the number of shares of Stock to be purchased and the aggregate exercise price for such other address as it may designate by notice shares, together with payment in writing to the Holder): (a) an executed Notice full of Exercise such aggregate exercise price. Payment must be made in the form attached manner permitted in Section 6(b)(i)(B) of the Plan or as Annex A hereto;authorized by the Committee pursuant to such section. The Option may not be exercised unless the Participant agrees to be bound by such documents as the Committee may reasonably require. The Committee may deny any exercise permitted hereunder if the Committee determines, in its discretion, that such exercise could result in a violation of federal or state securities laws. (b) Upon the expiration of the Option Period, if the Option has not yet been exercised and if the Fair Market Value of a share of Stock on the expiration date of the Option Period is greater than the sum of the exercise price per share of the Option and applicable transaction fees, then the Company will either (i) effectuate an exercise of the Option whereby the Option is simultaneously exercised and shares of Stock thereby acquired are sold, pursuant to a brokerage or similar arrangement to use some of the proceeds from such sale as payment of the Exercise Price (i) in cash exercise price and applicable withholding taxes, or immediately available funds, (ii) by cancellation withhold shares of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon Stock as payment of 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 validly restricted price and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 exercisedapplicable withholding taxes. If this Warrant shall not have been exercised in full, Participant is a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares Section 16 Officer on the date on which this Warrant was surrendered and that the Option Period expires, the Option will be exercised exclusively by withholding shares of Stock as payment of the Exercise Price was madeexercise price and applicable withholding taxes. In the event of an exercise and sale, irrespective the Company may determine, in its discretion, whether to (x) simultaneously exercise and sell the shares of Stock remaining following the exercise and sale set forth in the foregoing sentence, in which case the Company will remit the net proceeds from such exercise and sale to the Participant (or his or her legal representative); or (y) issue the remaining shares of Stock upon such exercise to the Participant (or his or her legal representative). If the expiration of the date of delivery of such certificate or certificatesOption Period is scheduled to occur during the Restricted Trading Period (as defined in the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy) and Participant is then subject to the Restricted Trading Period and is not a Section 16 Officer, except that, if the date of such surrender Company may effect an exercise and payment is a date when the stock transfer books sale on behalf of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business Participant on the next succeeding date on which last trading day prior to the stock transfer books are open (whether before or after the end start of the Exercise Restricted Trading Period).

Exercise. This Warrant may be exercised in whole or in part at by the Warrantholder by (i) the surrender of this Warrant to the Company, with a duly executed Exercise Form specifying the number of Warrant Shares to be purchased, during normal business hours on any time Business Day during the Exercise PeriodPeriod and (ii) the delivery of payment to the Company, by delivery (A) cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier's check in lawful money of the following United States of America, or (B) by cancellation by the Warrantholder of indebtedness of the Company to the Company at its address set forth above Warrantholder, or (or at such other address as it may designate C) by notice in writing to the Holder): a combination of (aA) an executed Notice of Exercise in the form attached as Annex A hereto; and (b) payment B), of the Exercise Price (i) for the number of Warrant Shares specified in cash or immediately available funds, (ii) by cancellation the Exercise Form. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) such Warrant Shares as of the close of business on the date on which this WarrantWarrant shall have been surrendered and payment made for the Warrant Shares as aforesaid. Upon the exercise of this Warrant, a A stock certificate or certificates for the Exercise Warrant Shares so purchased, registered specified in the name of the Holder or such other Person as may Exercise Form shall be designated by the Holder (delivered to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto)Warrantholder as promptly as practicable, shall be 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 10 days, thereafter. The stock certificate or certificates so delivered shall be in denominations of 100 shares each or such lesser or greater denominations as may be reasonably specified by the Warrantholder in the Exercise Form. If this Warrant shall have been exercised. If this Warrant shall not have been exercised only in fullpart, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Warrantholder a new Warrant exercisable for evidencing the number of Exercise Shares rights to purchase the remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such Warrant Shares, which new Warrant shall in all other respects be identical to with this Warrant. The Person in whose name any certificate or certificates for No adjustments shall be made on Warrant Shares issuable on the Exercise Shares are to be issued upon exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Warrantholder shall be deemed to have become be the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Warrant Shares.

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

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

Exercise. This The purchase rights represented by this Warrant may be exercised Agreement are exercisable by the Warrant Holder, in whole or in part part, at any time, or from time to time during the Exercise Periodperiod set forth in Section 3 above, by delivery of the following tendering to the Company at its address set forth above (or at such other address as it may designate by principal office: a duly completed and executed notice in writing to the Holder): (a) an executed Notice of Exercise exercise in the form attached hereto as Annex EXHIBIT A hereto; (b) payment the "Notice of Exercise"), the Warrants and the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this WarrantPrice. Upon receipt of such items in accordance with the exercise of this Warrantterms set forth below, the Company shall issue to the Warrant Holder 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Warrantshares of Common Stock purchased. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued Warrant Holder, upon exercise of this Warrant the Warrants, shall be deemed to have become the holder of record of the Shares represented thereby (and such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person Shares shall be deemed to have become the holder of such shares at been issued) immediately prior to the close of business on the next succeeding date on or dates upon which the stock transfer books Warrants are open (whether before or after exercised. In the end event of any exercise of the Exercise Period)rights represented by the Warrants, certificates for the Shares so purchased shall be delivered to the Warrant Holder or its designee as soon as practical and in any event within ten (10) business days after receipt of such notice and, unless the Warrants have been fully exercised or expired, new Warrants representing the remaining portion of the Warrants and the underlying 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. This Subject to the provisions of Sections 4, 7 and 8, the Warrants, when evidenced by a Warrant Certificate, may be exercised at a price (the "Exercise Price") of $3.50 per share, in whole or in part part, commencing on the date of 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 Exercise Period, by delivery Company's Registration Statement with respect to the Warrant Shares is effective and current. The Company shall promptly notify the Warrant Agent of the following to the Company at its address set forth above (or at effectiveness of such other address as it may designate by notice in writing to the Holder): (a) an executed Notice Registration Statement, any suspension of Exercise in the form attached as Annex A hereto; (b) payment 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 (ithe "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 payment to the Warrant Agent at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, (the "Corporate Office") or such other place as designated by the Company, in cash or immediately available fundsby official bank or certified check, (ii) by cancellation of indebtednessan amount equal to the aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not 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 to whether to return the Warrant and pertinent Exercise Price to the exercising Registered Holder or (iii) pursuant to Section 2.2 hereof; and (c) this Warranthold the same until all such conditions have been satisfied. Upon The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of this Warrantany 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 Shares so purchasedPrice to be promptly made to the order of the Company. Upon the exercise of any Warrant, registered 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 name of escrow account will be disbursed on a weekly basis to the Holder or such other Person as may be designated Company once they have been determined by the Holder (Warrant Agent to be collected funds. Once the extent such transfer is not validly restricted and upon payment of any transfer taxes that funds are required 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 Holder pursuant hereto)Company. These expenses, shall be issued and delivered by the Company including delivery of exercised share certificates 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 exercisedshareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. If this Warrant shall not have been exercised in full, a new Warrant exercisable for A detailed accounting statement relating to the number of Exercise Shares remaining shall shares exercised and the net amount of exercised funds remitted will be executed 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 Company and delivered Warrant Agent to the Holder or such other Person Company concerning all persons exercising Warrants, the number of shares issued and the amounts paid 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 Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end 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 prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to such dividend or other right.

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

Exercise. This Warrant may be exercised in whole or in part at any time during by --------- presentation of this Warrant with the Exercise PeriodPurchase Form as attached hereto duly completed and executed, 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 as Annex A hereto; (b) together with payment of the Exercise Warrant Price (i) at the principal office of the Company. Payment of the Warrant Price may be made in cash cash, by wire transfer or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrantcheck. Upon surrender of the exercise Warrant and payment of this Warrantsuch Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrantholder and in such name or names as the Warrantholder may designate a certificate or certificates for the Exercise number of full Shares so purchased, registered in purchased upon the name exercise of the Holder or such other Person Warrant, together with Fractional Warrants, as may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment provided in Section 8 hereof, in respect of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or fractional Shares otherwise issuable upon such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercisedsurrender. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the Such certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical deemed to this Warrant. The Person in whose name have been issued and any certificate or certificates for the Exercise Shares are person so designated to be issued upon exercise of this Warrant named therein shall be deemed to have become the a holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective Shares as of the date of delivery the surrender of such certificate the Warrant and the payment of the Warrant Price, as aforesaid, notwithstanding that the certificates representing the Shares shall not actually have been delivered or certificates, except that, if the date of such surrender and payment is a date when that the stock transfer books of the Company are shall then be closed, such Person . The Warrant shall be deemed to have become the holder of such shares exercisable, at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end election of the Exercise Period)Warrantholder, either in full or from time to time in part and, in the event that a certificate evidencing the Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining Warrant will be issued by the Company.

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

Exercise. This Warrant (a) During the period that the Option is exercisable, it may be exercised in whole full or in part at any time during by the Exercise PeriodGrantee or his guardian or legal representative, and, in the event of the Grantee's death, by delivery the person or persons to whom the Option was transferred by will or the laws of descent and distribution, by delivering or mailing written notice of the following exercise to the Company at its Secretary of SLH. The written notice shall be signed by the person entitled to exercise the Option and shall specify the address set forth above (and Social Security number of such person. If any person other than the Grantee purports to be entitled to exercise all or at such other address as it may designate any portion of the Option, the written notice shall be accompanied by notice in writing proof, satisfactory to the Holder): (a) an executed Notice Secretary of Exercise in the form attached as Annex A hereto;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 exercise price for the shares as to which the Option is exercised either (i) in cash or immediately available fundscash equivalents, (ii) in shares of SLH common stock evidenced by cancellation of indebtednesscertificates 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 the date the written notice is received by the Secretary, or (iii) pursuant to Section 2.2 hereof; andin any combination of cash or cash equivalents and such shares. (c) this Warrant. Upon In lieu of payment of the exercise price by way of this Warrantdelivery 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 SLH shares owned by the Grantee which could be freely delivered as payment. If the Grantee furnishes such a statement in payment of the exercise price, he will be issued a certificate for new shares representing the number of shares as to which the Option is exercised, less the number of shares described in the notarized statement as 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 statement of ownership pursuant to subsection (c) next above, a certificate or certificates Grantee may pay the exercise price for shares as to which the Exercise Shares so purchased, registered in the name Option is exercised by surrendering his right to exercise a portion of the Holder or such other Person as may be designated by the Holder (Option equal in value to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 exercisedsaid exercise price. If this Warrant shall not have been exercised in full, The Grantee would then receive a new Warrant exercisable certificate for the number of Exercise Shares shares issuable pursuant to the Grantee's exercise of the Option, reduced by a number of shares with an aggregate Fair Market Value equal to the exercise price, which latter number of shares would be deemed purchased pursuant to 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 of the Option, as described in subsections (c) and (d) next above, the number of shares remaining subject to the Option shall be executed reduced not only by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such number of new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be shares issued upon exercise of this Warrant 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 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 have become the holder of record of such shares extent specified in the notice on the date on which this Warrant was surrendered and that the written notice (together with required accompaniments respecting payment of the Exercise Price was made, irrespective exercise price) is received by the Secretary 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 SLH at the close of its then executive offices during regular business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)hours.

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

Exercise. This Warrant 4.01 During the period that the Option is exercisable, it may be exercised in whole full or in part at any time during by Grantee or, in the Exercise Periodevent of Grantee’s death, by delivery the person or persons to whom the Option was transferred by will or the laws of decent and distribution, by delivering or mailing written notice of the following exercise to the Company at its Secretary of Syntroleum. The written notice shall be signed by each person entitled to exercise the Option and shall specify the address set forth above (and Social Security number of each such person. If any person other than Grantee purports to be entitled to exercise all or at such other address as it may designate any portion of the Option, the written notice shall be accompanied by notice in writing proof, satisfactory to Syntroleum, of that entitlement. 4.02 Subject to the Holder): (a) an executed Notice provisions of Exercise in Section 4.04 and 4.05, the form attached as Annex A hereto; (b) written notice shall be accompanied by full payment of the Exercise Price exercise price for the shares as to which the Option is exercised either (i) in cash or immediately available fundscash, (ii) in shares of Common Stock evidenced by cancellation of indebtednesscertificates either endorsed or 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 the date the written notice is received by the Secretary, or (iii) pursuant to in any combination of cash and such shares. 4.03 Notwithstanding the provisions of Section 2.2 hereof; and (c) this Warrant. Upon 4.02, shares acquired through the exercise of an ISO granted under the Plan may be used as payment at exercise under this Warrant, a certificate or certificates Agreement only if such shares have been held for the Exercise Shares so purchased, registered in the name at least 12 months following such acquisition. 4.04 In lieu of payment of the Holder or such other Person as exercise price by way of delivery of certificate(s) evidencing shares of Common Stock, Grantee may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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, furnish a new Warrant exercisable for notarized statement reciting the number of Exercise Shares shares being purchased under the Option and the number of Syntroleum shares owned by Grantee which may be freely delivered as payment of all or a portion of the exercise price, all pursuant to rules adopted by and subject to the consent of the Committee. Subject to the consent of the Committee, Grantee will be issued a certificate for new shares of Common Stock representing the number of shares as to which the Option is exercised, less the number of shares described in the notarized statement as constituting payment under the Option. 4.05 In the event Grantee pays the Option exercise price by delivery of a notarized statement of ownership or by surrendering his right to exercise a portion of the Option as described in Sections 4.04 and 4.05, the number of shares remaining subject to the Option shall be executed reduced not only by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such number of new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be shares issued upon exercise of this Warrant 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 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 have become the holder of record of such shares extent specified in the notice on the date on which this Warrant was surrendered and that the written notice (together with required payment of the Exercise Price was made, irrespective exercise price) is received by the Secretary 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 Syntroleum at the close of its executive offices during regular business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)hours.

Exercise. This Warrant may (1) Warrants in denominations of one or whole number multiples thereof may, subject to the limitations set forth in Section 1(e), be exercised in whole or in part commencing at any time during on or after the Initial Warrant Exercise PeriodDate, by delivery of but not after the following Warrant Expiration Date, upon the terms and subject to the Company at its address conditions set forth above herein (or at such other address as it may designate by notice including the provisions set forth in writing to the Holder): (aSection 5 hereof) an executed Notice of Exercise and in the form attached as Annex applicable Warrant Certificate. A hereto; (b) payment of the Exercise Price (i) in cash 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 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed been exercised immediately prior to have become the holder of such shares at the close of business on the next succeeding date Exercise Date, provided that the Warrant Certificate representing such 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 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 the Exercise Date. If more than one Warrant Certificate 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 stock transfer books are open (whether before basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the end Exercise Date and in any event with ten business days after such date, 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 Exercise Period)Company shall deliver the same to 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 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 next full share or Warrant, as the case may be, any fraction less than one-half shall be eliminated.

Exercise. This Warrant (a) Warrants in denominations of one or whole number multiples thereof may be exercised in whole or in part by the Registered Holder thereof commencing at any time during on or after the Initial Warrant Exercise PeriodDate, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein and in the applicable Warrant Certificate. Warrants may be exercised by delivery their holders as follows: the exercise of Warrants shall be accomplished upon surrender of the following Warrant Certificate evidencing such Warrants, with the Subscription Form on the reverse side thereof duly filled in and executed, to the Company Warrant Agent at its address set forth above (or at such other address as it may designate by notice in writing business office, together with payment to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment Warrant Agent of the Exercise Price (ias of the date 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 the Company may be required by law to collect in cash or immediately available respect of such exercise. (b) Payment of the Exercise Price and other amounts may be made by wire transfer of good funds, (ii) or by cancellation certified or bank cashier's check, payable in lawful money of indebtednessthe United States of America to the order 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 (iii) pursuant to Section 2.2 hereof; and (c) this declared, on any securities issuable upon exercise of a Warrant. Upon A Warrant shall be deemed to have been exercised immediately prior to the exercise close of this Warrant, a certificate or certificates for business on the Exercise Shares so purchasedDate and upon exercise thereof, registered in the name person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of the Holder or such securities issuable thereby as of the close of business on the Exercise Date. If Warrants in denominations other Person as may than whole number multiples thereof shall be designated exercised at one time by the Holder (to same Registered Holder, the extent such transfer is not validly restricted and upon payment number of any transfer taxes that are required to be paid by the Holder pursuant hereto), full shares of Common Stock which shall be issued and delivered by issuable upon exercise thereof shall be computed on the Company to basis of the Holder or aggregate number of full shares of Common Stock issuable upon such other Person as exercise. As soon as practicable (on or after the Exercise Date and in any event within five Business Days) business days after this Warrant shall have been exercised. If this Warrant shall not such date, if one or more Warrants have been exercised in fullthe manner described in this subsection (a), a new the Warrant exercisable for the number Agent on behalf of Exercise Shares remaining shall be executed by the Company and delivered shall cause to be issued to the Holder person or such other Person at persons entitled to receive 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 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, equal to the Exercise Shares are Price of such Warrants, to be issued upon exercise of this Warrant deposited promptly in the Company's bank account or paid directly to the Company, as specified by the Company. (c) The Company shall not be deemed required to have become the holder of record of such issue fractional shares on the date exercise of Warrants. Warrants may be exercised only in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on which this Warrant was surrendered and payment the basis of the Exercise Price was made, irrespective aggregate number of shares purchasable on exercise of the date Warrants presented. If any fraction of delivery of such certificate or certificatesa share would, except thatfor the provisions provided herein, if 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. (d) Holders of Class A Warrants may, in their discretion, exercise the Class B Warrants at the same time the holders submit their Class A Warrants for exchange pursuant to the Exchange Offer. (e) If at the time of exercise of any of the Warrants, the Company does not have in place an effective registration statement or is otherwise, in the good faith determination of the Board of Directors of the Company, precluded by applicable laws from issuing the shares of Common Stock issuable upon such exercise, the Company may (but is not required to), in lieu of issuance of those shares, elect to redeem the Warrants duly surrendered for exercise for a price per Warrant equal to the difference between the Market Price of a share of Common Stock on the date of such surrender submission and payment is a date when the stock transfer books Exercise Price, and in the event of such redemption, the Company are closed, will pay to the Registered Holder the above-described Redemption Price in cash within ten (10) business days after receipt of notice from the Warrant Agent that such Person Warrants have been submitted for exercise. (f) This Warrant shall not be deemed to have become the holder of exercisable by a Registered Holder in any state where such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)exercise would be unlawful.

Exercise. (a) This Warrant may be exercised, in whole or in part, at any time or from time to time, on any business day, for all or any part of the number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Blacksburg, VA 24060, together with a completed and executed Subscription Form, together with delivery of a certified or cashier’s check in an amount equal to (i) the number of shares of Common Stock being purchased, multiplied by (ii) the Purchase Price. Notwithstanding the foregoing, as of the Expiration Date or in the event of the closing of the Company’s sale or transfer of all or substantially all of its assets, or the closing of the acquisition of the Company by another entity by means of merger, consolidation or other transaction or series of related transactions, resulting in the exchange of the outstanding shares of the Company’s capital stock such that the shareholders of the Company prior to such transaction own, directly or indirectly, less than 50% of the voting power of the surviving entity (an “Acquisition”), if this Warrant has not been exercised, the Holder shall be deemed to have exercised this Warrant pursuant to the provisions of Section 5 hereof immediately prior to the Expiration Date or Acquisition, as applicable. In the event of a proposed transaction of the kind described above, the Company shall use its best efforts to notify the Holder at least 30 days prior to the consummation of such event or transaction. (b) This Warrant may be exercised in whole or in part at any time during for less than the Exercise Period, by delivery full number of the following to the Company at its address set forth above (or at such other address shares as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Price (i) in cash or immediately available fundsDate. Upon such partial exercise, (ii) this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the Warrant Shares not purchased upon such exercise shall be issued to Holder by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; andthe Company. (c) this WarrantA 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 shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Upon As soon as practicable on or after such date, and in any event within 10 business days thereafter, the exercise of this Warrant, Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the Exercise 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 current fair market value of one full share as reasonably determined in good faith by the compensation committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”), or if no such committee then exists, the Board. (d) Upon exercise of this Warrant, the Holder shall confirm in writing, on the Subscription Form, that the Warrant 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are deliveredbeing acquired for investment and not with a view toward distribution or resale. Such new This Warrant shall in and all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise shares of Warrant Shares are to be issued upon exercise of this Warrant (unless registered under the Securities Act of 1933, as amended (the “Securities Act”)) shall be deemed to have become stamped or imprinted with the holder of record of such shares legend indicated on the date on which first page of this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Warrant.

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

Exercise. This Subject to compliance with all applicable securities laws, -------- this Warrant may be exercised in whole or in part at any time during or from time to time on or before the Exercise PeriodExpiration Date, for all, or a portion, of the 200,000 shares of Warrant Stock issuable upon exercise of this Warrant (as such number of shares may be adjusted pursuant to the provisions set forth below), by delivery surrendering this Warrant at the principal office 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 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, with the Holder): (a) an executed Notice of Exercise in the subscription form attached hereto as Annex A hereto; (b) payment of Exhibit 1 duly --------- executed by the Exercise Price (i) Registered Holder, and payment, in cash or immediately available funds, (ii) by and/or cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise bona fide indebtedness 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable Registered Holder, of an amount equal to the product obtained by multiplying (and in any event within five Business Daysi) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall shares of Warrant Stock to be executed purchased by the Company and delivered to Registered Holder by (ii) the Holder Warrant Price or such other Person at adjusted Warrant Price therefor, if applicable, as determined in accordance with the same time as the certificate or certificates representing the Exercise Shares purchased are deliveredterms hereof. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this This Warrant shall be deemed to have become 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 shares of Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares on the date on which this Warrant was surrendered and payment as of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date such date. As soon as practicable on which the stock transfer books are open (whether before or after such date, the end 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 such fraction of the Exercise Period)current fair market value of one whole share of Warrant Stock as of 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 nearest whole number of shares.

Exercise. (a) This Warrant may be exercised in whole or in part at any time during by presentation of this Warrant with the Exercise PeriodPurchase Form as attached hereto duly completed and executed, 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 as Annex A hereto; (b) together with payment of the Exercise Warrant Price (i) at the principal office of the Company. Payment of the Warrant Price may be made in cash cash, by wire transfer, by check or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to the provisions of Section 2.2 hereof; and (c2(b) this Warrantbelow. Upon surrender of the exercise Warrant and payment of this Warrantsuch Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrantholder and in such name or names as the Warrantholder may designate a certificate or certificates for the Exercise number of full Shares so purchased, registered in purchased upon the name exercise of the Holder or such other Person Warrant, together with Fractional Warrants, as may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment provided in Section 7 hereof, in respect of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or fractional Shares otherwise issuable upon such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercisedsurrender. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the Such certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical deemed to this Warrant. The Person in whose name have been issued and any certificate or certificates for the Exercise Shares are person so designated to be issued upon exercise of this Warrant named therein shall be deemed to have become the a holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective Shares as of the date of delivery the surrender of such certificate the Warrant and the payment of the Warrant Price, as aforesaid, notwithstanding that the certificates representing the Shares shall not actually have been delivered or certificates, except that, if the date of such surrender and payment is a date when that the stock transfer books of the Company are shall then be closed, such Person shall be deemed to have become . In the holder event that the Warrant is exercised in respect of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end less than all of the Exercise Period)Shares specified herein at any time prior to the Termination Date, a new Warrant evidencing the remaining Shares will be issued by the Company.

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

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

Exercise. (a) This Warrant may be exercised in whole by the Holder hereof as to all or in part at any time during portion of the Exercise PeriodUnderlying Shares, by upon delivery of written notice to the following Company, together with this original Warrant and (x) payment to the Company at its address set forth above of the Aggregate Exercise Price or (or at such other address as it may designate by notice in writing y) instruction to the Holder): Company to withhold a number of the Underlying Shares then issuable upon exercise of this Warrant with an aggregate value (determined on the basis of the average Market Price per share for the Company Common Stock on the last five Trading Days for such stock ended immediately prior to the applicable Exercise Date, as defined below) equal to such Aggregate Exercise Price (collectively, the “Exercise”, with the date of an Exercise being an “Exercise Date”). The Exercise Price (if paid pursuant to clause (x) above) shall be payable by delivery by the Holder of a certified or official bank check payable to the order of the Company or wire transfer of immediately available funds to an account designated by the Company. This Warrant shall be deemed to have been so exercised as of the applicable Exercise Date, and the Holder shall be entitled to receive the Underlying Shares issuable upon such Exercise and be treated for all purposes as the holder of record of the Underlying Shares as of such date. Upon the Exercise of this Warrant, the Company shall, within two (2) Business Days of the applicable Exercise Date (the “Underlying Share Delivery Date”), execute and deliver to the Holder of this Warrant (a) an executed Notice a statement confirming the total number of Exercise in the form attached as Annex A hereto; Underlying Shares for which this Warrant is being exercised, and (b) payment of the Exercise Price (i) if the Underlying Shares are issued in cash 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 Warrantcertificate form, a certificate or certificates for the Exercise number of Underlying Shares so purchasedissuable upon such Exercise, registered or (ii) if the 3 Note to Draft: To be equal to common stock representing 0.85% of the Company’s fully diluted market capitalization. 4 Note to Draft: to be equal to the 30-day VWAP immediately prior to the Initial Issuance Date. ​ ​ Underlying Shares are issued in uncertificated form, a written confirmation evidencing the book-entry registration of such Underlying Shares in the name Holder’s name; provided that if the Company fails to deliver to Holder such certificate or certificates (in the case of Underlying Shares issued in certificate form) or written confirmation (in the case of Underlying Shares issued in uncertificated form) by the Underlying Share Delivery Date, the Holder or will have the right to rescind such other Person as may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid Exercise. Any rescission by the Holder pursuant hereto), to this Section 4(a) shall be issued and delivered by the Company not affect any other remedies available to the Holder under applicable law or such other Person equity or pursuant to Section 13 hereof as soon as practicable (and in any event within five Business Days) after a result of the Company’s failure to timely deliver the Underlying Shares. If this Warrant shall have been exercised. If be exercised with respect to less than all of the Underlying Shares, the Company shall deliver a new Warrant covering the number of Underlying Shares in respect of which this Warrant shall not have been exercised in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such which new Warrant shall in all other respects be identical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for Underlying Shares upon exercise. (b) In the Exercise event of any withholding of shares of Underlying Shares are pursuant to be issued Section 4(a)(y) above where the number of the Underlying Shares then issuable upon exercise of this Warrant with an aggregate value equal to the Aggregate Exercise Price is not a whole number, the number of the Underlying Shares withheld by the Company shall be deemed rounded up to have become the holder nearest whole share, and the Company shall make a cash payment to the Holder (by delivery of record a certified or official bank check or by wire transfer of such shares immediately available funds) based on the date incremental fraction of Underlying Shares being so withheld by the Company in an amount equal to the product of (x) such incremental fraction of Underlying Shares being so withheld or surrendered multiplied by (y) the value per share of Underlying Shares (determined on which this Warrant was surrendered and payment the basis of the Exercise average Market 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 per share for the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business Common Stock on the next succeeding date on which last five Trading Days for such stock ended immediately prior to the stock transfer books are open (whether before or after the end of the applicable Exercise PeriodDate).

Exercise. This (a) Each Warrant may be exercised in whole or in part by the Registered Holder thereof at any time during on or after the Initial Exercise Date, 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 Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Period, by delivery Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the following to close of business on the Company at its address set forth above (Exercise Date. As soon as practicable on or at such other address as it may designate by notice after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant, and promptly after clearance of checks received in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Purchase Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon such Warrants, cause to be issued and delivered by the exercise of this WarrantTransfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the Exercise Shares so purchasedsecurities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, registered in the name case of payment made in the form of a check drawn on an account of 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 Holder funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or 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 Class A 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 other Person as rule or any successor rule may be designated by in effect as of such time of exercise) promulgated under the Holder (to Securities Exchange Act of 1934, then the extent such transfer is not validly restricted and upon payment Warrant Agent, simultaneously with the receipt of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued 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▇ (▇▇ which up to 1% may be reallowed to the dealer who solicited the exercise). Within 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 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 deemed to have become determined in accordance with the holder provisions of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Section 10.

Exercise. This Warrant a. Warrants in denominations of one or whole number multiples thereof may be exercised in whole or in part commencing at any time during on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (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 PeriodDate, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly completed and executed by delivery of the following to the Company at its address set forth above (Registered Holder thereof or at such other address as it may designate by notice his attorney duly authorized in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) writing, together with payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant check made payable to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrant, a certificate or certificates Warrant Agent for the Exercise Shares so purchased, registered in the name account of the Holder or such other Person as may be designated 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 Holder (Warrant Agent. The person entitled to receive the extent securities 4 deliverable upon such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), exercise shall be issued and delivered by treated for all purposes as the Company to holder of such securities as of the Holder or such other Person as 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) business days after this Warrant shall such date, if two or more Warrants have been exercised. If this , the Warrant shall not have been exercised in full, a new Warrant exercisable for the number Agent on behalf of Exercise Shares remaining shall be executed by the Company and delivered shall cause to be issued to the Holder person or such other Person at persons entitled to receive 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 a Common Stock certificate or certificates for the Exercise Shares are 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 Warrant, 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 all payments of an amount in cash or by check made payable to the order of the Company, equal to the Purchase Price, to be issued deposited promptly in the Company's bank account. b. The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of this 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 deemed rounded up to have become the holder of record of such shares on next full share or Warrant, as the date on which this Warrant was surrendered and payment of the Exercise Price was madecase may be, 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 any fraction less than one-half shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)eliminated.

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

Exercise. This Warrant may be exercised in whole or in part at any time during or from time to time from and after the Exercise PeriodOriginal Issuance Date and before 5:00 p.m., Eastern Time, on the Expiration Date, on any Business Day (as hereinafter defined), for the full number of shares of Common Stock called for hereby, by delivery surrendering it at the principal office of the following 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 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 the number of Exercise shares of Common Stock called for on the face of this Warrant, as adjusted in the form attached as Annex A hereto; accordance with Section 4 of this Warrant (without giving effect to any further adjustment herein), multiplied (b) payment by the Purchase Price. Payment of the Exercise Purchase Price (i) shall be made by payment in cash or 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, (ii) by cancellation except that the number of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon shares of Common Stock receivable upon the exercise of this WarrantWarrant 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 provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as 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 Exercise Shares so purchasednumber of full shares of Common Stock issuable upon such exercise, registered together with cash, in the name lieu of any fraction of a share, equal to such fraction of the Holder or such other Person as may be designated by then Market Price during the Holder five (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days5) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of consecutive Trading Days preceding the date of delivery exercise of such certificate or certificates, except that, if the date one (1) full share of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Common Stock.

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

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

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

Exercise. This Warrant may be exercised 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 Vested Options shall be exercisable by Executive delivering to the Company, during the Option Period, a Notice of Option Exercise in the form as attached hereto as Annex Exhibit A hereto;(the "Exercise Notice") and complying with the remaining ten•ns and conditions herein. (b) The Exercise Notice shall be accompanied by full payment of the exercise price by tender to the Company of an amount equal to the Exercise Price multiplied by the number of underlying shares of Common Stock being purchased (i) in cash the "Purchase by wire transfer or immediately available fundsby certified check or bank cashier's check, (ii) by cancellation payable to the order of indebtedness, or (iii) pursuant to Section 2.2 hereof; andthe Company. (c) this Warrant. Upon the Executive's payment for 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 Vested Options shall be designated accompanied by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes amount that are required the Cotnpany, in its sole discretion, deems necessary to be paid by comply with any federal, state or local withholding requirements for income and employment tax purposes If the Holder pursuant hereto)Executive fails to make such payment in a timely manner, shall be issued and delivered by the Company may: (i) decline to permit exercise of the Vested Options or (ii) withhold and set-off against compensation and any other amounts payable to the Holder or Executive the amount of such required payment. Such withholding may be in the shares underlying the Vested Options at the sole discretion of the Company. (d) Upon receipt of the Purchase Price, together with written notice, and Executive's compliance with the other Person provisions herein, the Company will record the Executive as soon as practicable (the beneficial owner of the applicable shares of Common Stock in the books and in any event within five Business Days) after this Warrant shall have been exercisedrecords of the Company. If this Warrant The shares of Common Stock shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered certificated. With respect to the Holder or 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 Exercise Shares are to be issued upon exercise of this Warrant shall the Vested Options, the Executive will for all purposes be deemed to have become the holder of record of such the number of shares of Common Stock purchased hereunder on the date on which this Warrant was surrendered a properly executed notice and payment of the Purchase Price is received by the Company (the "Exercise Price was made, irrespective of the date of delivery of such certificate or certificatesDate"), except that, if the date of such surrender and payment receipt is a date when on which the stock share transfer books of the Company are closed, such Person shall Executive 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 share transfer books are open (whether before or after the end of the Exercise Period)open.

Exercise. This Warrant may be exercised in whole The Option Holder (or in part at any time the case of the death of the Option Holder, the designated legal representative or heir of the Option Holder) may exercise the ISOs during the Exercise Period, Period by delivery of the following giving written notice to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise [____________________] [include appropriate officer] in the form attached as Annex A hereto; (b) payment of the Exercise Price (i) in cash 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 certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated required by the Holder Committee (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto“Exercise Notice”), shall be 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 Exercise Notice must specify the number of Exercise Shares remaining to be purchased, which shall be executed at least 100 unless fewer shares remain unexercised. The exercise date is the date the Exercise Notice is received by the Company and delivered to the Holder or 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 WarrantCorporation. The Person in whose name any certificate or certificates for Exercise Period commences on 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 Vesting Date and expires at 5:00 p.m., PST on the date 10 years [five years for over 10% owners of Corporation on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of Grant Date] after 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 closedGrant Date, such Person shall be deemed later time and date being hereinafter referred to have become as the holder “Expiration Date,” subject to earlier expiration in the event of such shares at a termination of Service as provided in Section 6. Any ISOs not exercised as of the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end last day of the Exercise PeriodPeriod 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 cash, which may be in the form of a check, money order, cashier's check or certified check, payable to the Corporation, or (b) by delivering Shares of the Corporation already owned by the Option Holder having a Fair Market Value on the exercise date equal to the aggregate Exercise Price to be paid, [or (c) by instructing the Corporation to withhold Shares otherwise issuable upon the exercise having an aggregate Fair Market Value on the exercise date equal to the aggregate Exercise Price to be paid] or (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 (if any), in which event the Shares acquired shall be delivered to the broker promptly following receipt of payment.

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

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

Exercise. This Warrant may be exercised in whole by the Holder hereof (but only on the conditions hereinafter set forth) as to all or in part at any time during increment or increments of one hundred (100) Shares (or the Exercise Periodbalance of the Shares if less than such number), by upon delivery of the following written notice of intent to exercise to the Company at its address set forth above (the following address: ▇▇▇ ▇▇▇▇▇ ▇▇▇, Southampton, PA 18966-3877 or at such other address as it may the Company shall designate by in a written notice in writing to the Holder): (a) an executed Notice of Exercise in Holder hereof, together with this Warrant and payment to the form attached as Annex A hereto; (b) payment Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) in cash by certified or immediately available fundsbank check, (ii) by cancellation the surrender of indebtedness, or a portion of this Warrant where the Shares subject to the portion of this Warrant that is surrendered have a Fair Market Value (iiias defined in Section 4(c) pursuant below) equal to Section 2.2 hereof; and (c) this Warrantthe aggregate Exercise Price. Upon the exercise of this WarrantWarrant as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the Exercise total number of whole Shares so purchased, registered for which this Warrant is being exercised in the name of the Holder or such other Person names and denominations as may be designated are requested by the Holder (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be 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 Holder. If this Warrant shall have been exercised. If 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 in fullexercised, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such which new Warrant shall in all other respects be identical to this Warrant. The Person Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in whose name respect of the issuance of this Warrant or the issuance of any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Warrant.

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

Exercise. This Subject to the provisions of Sections 4, 7 and 8, the Warrants, when evidenced by a Warrant Certificate, may be exercised at a price ("Exercise Price") of $6.00 per share, in whole or in part part, commencing on the date of 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 Exercise Period, by delivery Company's Registration Statement with respect to the Warrant Shares is effective and current. The Company shall promptly notify the Warrant Agent of the following to the Company at its address set forth above (or at effectiveness of such other address as it may designate by notice in writing to the Holder): (a) an executed Notice Registration Statement, any suspension of Exercise in the form attached as Annex A hereto; (b) payment 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 (i"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 payment to the Warrant Agent at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ("Corporate Office") or such other place as designated by the Company, in cash or immediately available fundsby official bank or certified check, (ii) by cancellation of indebtednessan amount equal to the aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not 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 to whether to return the Warrant and pertinent Exercise Price to the exercising Registered Holder or (iii) pursuant to Section 2.2 hereof; and (c) this Warranthold the same until all such conditions have been satisfied. Upon The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of this Warrantany 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 Shares so purchasedPrice to be promptly made to the order of the Company. Upon the exercise of any Warrant, registered 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 name of escrow account will be disbursed on a weekly basis to the Holder or such other Person as may be designated Company once they have been determined by the Holder (Warrant Agent to be collected funds. Once the extent such transfer is not validly restricted and upon payment of any transfer taxes that funds are required 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 Holder pursuant hereto)Company. These expenses, shall be issued and delivered by the Company including delivery of exercised share certificates 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 exercisedshareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. If this Warrant shall not have been exercised in full, a new Warrant exercisable for A detailed accounting statement relating to the number of Exercise Shares remaining shall shares exercised and the net amount of exercised funds remitted will be executed 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 Company and delivered Warrant Agent to the Holder or such other Person Company concerning all persons exercising Warrants, the number of shares issued and the amounts paid 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 Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end 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 prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock entitled to such dividend or other right.

Exercise. This (a) Each Warrant may be exercised in whole or in part by the Registered Holder thereof at any time during on or after the Initial Exercise Date, but not later than the Warrant Expiration Date, upon the terms and subject to 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 PeriodDate, by delivery and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the following to close of business on the Company at its address set forth above (Exercise Date. As soon as practicable on or at such other address as it may designate by notice after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant, and promptly after clearance of checks received in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Purchase Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon such Warrants, cause to be issued and delivered by the exercise of this WarrantTransfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the Exercise Shares so purchasedsecurities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, registered in the name case of payment made in the Holder form of a check drawn on an account of RAS or such other Person 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 as the Company may direct in writing. (b) If on the Exercise Date in respect of the exercise of any Warrant, (i) the current market value (determined as provided in Section 10 hereof) 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 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 promulgated under the Securities Exchange Act of 1934, as amended (as such regulation or any successor regulation or rule may be designated by in effect as of such time of exercise), then the Holder 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 extent such transfer is not validly restricted and dealer who solicited the exercise). Within five days after exercise of a Warrant, the Warrant Agent shall send RAS a copy of the reverse side of each Warrant exercised. RAS shall reimburse the Warrant Agent, upon payment of any transfer taxes that are required request, for its reasonable expenses relating to be paid by the Holder pursuant heretocompliance with this Section 4(b), . Market price shall be issued and delivered by determined in accordance with 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 number provisions of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Section 10.

Exercise. This Warrant The purchase price of Shares purchased hereunder shall be paid in full with, or in a combination of, (a) cash or (b) shares of the Corporation’s Common Stock that have been owned by the Optionee, and have been fully vested and freely transferable by the Optionee, for at least six months preceding the date of exercise of the Option, duly endorsed or accompanied by stock powers executed in blank. However, the Corporation in its discretion may be exercised permit the Optionee (if the Optionee owns shares that have been owned by the Optionee, and have been fully vested and fully transferable by the Optionee, for at least six months preceding the date of exercise) to “attest” to his ownership of the number of shares required to pay all or part of the purchase price (and not require delivery of the shares), in which case the Corporation will deliver to the Optionee the number of shares to which the Optionee is entitled, net of the “attested” shares. If payment is made in whole or in part at any time during the Exercise Period, by delivery with shares of the following to Corporation’s Common Stock, the Company at its address set forth above (or at value of such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Price (i) in cash 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 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 validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), Common Stock shall be issued the mean between its high 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 number of Exercise Shares remaining shall be executed by the Company and delivered to the Holder or 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 Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares low prices on the date on which this Warrant was surrendered and payment day 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 purchase as reported by The New York Times following the close of business on the next succeeding date on which of exercise. No “reload” or other option will be granted by reason of any such exercise. The Optionee agrees that, notwithstanding the stock transfer books are open terms of any pre-existing agreement between the Corporation and the Optionee, any shares of the Corporation’s Common Stock surrendered (or “attested” to) for payment of the exercise price of any options previously granted by the Corporation to the Optionee (whether before or after granted under the end terms of the Exercise Period)Amended and Restated Employee Long-Term Incentive Plan or any predecessor program) shall be valued in the manner provided in the preceding sentence except to the extent otherwise expressly provided by the terms of the program document.

Exercise. This Warrant The Holder may be exercised exercise this Warrant, in whole or in part part, at any time during and from time to time beginning on January 1, 2001, and ending on January 1, 2004 (the Exercise Period, by "Expiration Date"). Upon delivery of this Warrant duly executed, together with payment in cash of the following to Price for the shares of Common Stock thereby purchased, at the principal office of the Company at its address set forth above (or at such other address as it the Company may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in , the form attached as Annex A hereto; (b) payment of the Exercise Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant Holder shall be entitled to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrant, receive a certificate or certificates for the Exercise Shares 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 in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment under all applicable securities laws. In case of any transfer taxes that are required to be paid by the Holder pursuant hereto)partial exercise of this Warrant, shall be issued and delivered by the Company shall execute and deliver 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 of like tenor and date for the number balance of Exercise Shares remaining the shares of Common Stock purchasable hereunder. Certificates for the shares of Common Stock purchased in accordance with the above provisions shall be executed by the Company and delivered to the Holder or such other Person at promptly after exercise of 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 purchase rights represented by this Warrant. 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 effective on the day on which the Holder surrenders this Warrant and pays the Price for the shares of Common Stock purchased hereunder to have become the holder Company and satisfies all of the other requirements of this Warrant. Upon such exercise, the Holder shall be deemed a shareholder of record of such those shares on the date on of Common Stock for which this Warrant was surrendered and payment has been exercised with all rights of the Exercise Price was madea shareholder, irrespective of the date of delivery of such certificate or certificatesincluding, except thatwithout limitation, 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 all voting rights with respect to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)and all rights to receive any dividends with respect to such shares.

Exercise. This 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 the Company at its address set forth above on the signature page hereto (or at such other address as it may designate by notice in writing to the Holder): (aA) an An executed Notice of Exercise in the form attached as Annex A hereto; (bB) payment Payment of the Exercise Price either (i) in cash or immediately available funds, by check or (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereofbelow; andand [ * ] = 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. (cC) this This Warrant. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name Execution and delivery of the Holder or such other Person Notice of Exercise shall have the same effect as may cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares, if any. Certificates for shares purchased hereunder shall be designated transmitted by the Holder (to the extent such transfer is not validly restricted and upon payment agent of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or 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 other Person as soon as practicable (system, and otherwise by physical delivery to the address specified by the Holder in any event the Notice of Exercise within five Business Days) after three business days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant shall have been exercisedand payment of the aggregate Exercise Price as set forth above. If this This Warrant shall not be deemed to have been exercised in full, a new Warrant exercisable for on the number of date the Exercise Shares remaining shall be executed Price is received by the Company and delivered to the Holder or 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 WarrantCompany. The Person person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before open. Subject to the final sentence of this paragraph, Section 2.3 below and to the extent permitted by law, the Company’s obligations to issue and deliver Exercise Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or after inaction by the end Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Exercise Period)Shares. The Holder shall, subject to the following proviso, have the right to pursue any remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Exercise Shares upon exercise of this Warrant as required pursuant to the terms hereof; provided, however, that notwithstanding anything to the contrary in this Warrant or in the Purchase 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 be settled by the Company for cash to the Holder in lieu of Common Stock.

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

Exercise. This (a) Each Warrant may be exercised in whole or in part by the Registered Holder thereof at any time during on or after the Initial Exercise Date, 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 Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Period, by delivery Date and the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the following to close of business on the Company at its address set forth above (Exercise Date. As soon as practicable on or at such other address as it may designate by notice after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant, and promptly after clearance of checks received in writing to the Holder): (a) an executed Notice of Exercise in the form attached as Annex A hereto; (b) payment of the Exercise Purchase Price (i) in cash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon such Warrants, cause to be issued and delivered by the exercise of this WarrantTransfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the Exercise Shares so purchasedsecurities deliverable upon such exercise, registered (plus a certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, in the name case of payment made in the Holder form of a check drawn on an account of ▇▇▇▇▇ or such other Person 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 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 any successor regulation or rule may be designated 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 ▇▇▇▇▇ (of which a portion may be reallowed to the dealer who solicited the exercise). Within 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 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 this Section (4)(c), by surrendering the Warrant Certificate at the principal office of the Company or at the office of its stock transfer agent, accompanied by a notice stating such Registered Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Registered Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Holder 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 shares remaining subject to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto)Warrant, shall be issued and delivered by as of 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 number of Exercise Shares remaining shall be executed by the Company Exchange Date and delivered to the Registered Holder or such other Person at within seven (7) days following the same time as the certificate or certificates representing the Exercise Shares purchased are deliveredExchange Date. Such new In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Registerd Holder in all other respects be identical its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to this Warrant. 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 quotient obtained by dividing (A) the holder of record of such shares on the date on which this Warrant was surrendered and payment product of the Exercise Total Number and the existing Purchase Price was madeby (B) the current market value of a share of Common Stock. Current market value shall have the meaning set forth Section 10(a) hereof, irrespective of except that for purposes hereof, the date of delivery of exercise, as used in such certificate or certificatesSection 10(a) hereof, except that, if shall mean the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Exchange Date.

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

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

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

Exercise. This The purchase rights set forth in this Warrant may be exercised Agreement are exercisable by the Warrantholder, in whole or in part part, at any time, or from time during to time, prior to the Exercise Periodexpiration of the term set forth in Section 2 above, by delivery of the following tendering to the Company at its address principal office a notice of exercise in the form attached hereto as Exhibit I(the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth above below, and in no event later than twenty-one (or at such other address as it may designate by notice in writing 21) days thereafter, the Company shall issue to the Holder):Warrantholder a certificate for the number of shares of Preferred Stock 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. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of this Warrant Agreement for exercise pursuant to the "Net Issuance" calculation as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: Where: X= the number of shares of Preferred Stock to be issued to the Warrantholder. Y= the number of 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 of the above calculation, current fair market value of Preferred Stock shall mean with respect to each share of Preferred Stock: (i) if the exercise is in connection with an initial public offering of 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 product of (x) the initial "Price to Public" specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock 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) an executed Notice if traded on a securities exchange, the fair market value shall be deemed to be the product of Exercise in (x) the form attached as Annex A hereto;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 into which each share of Preferred Stock is convertible at the time of such exercise; or (b) payment if actively traded over-the-counter, the fair market value shall be deemed to be the product of (x) the average of the Exercise Price closing bid and asked prices quoted on the NASDAQ system (ior similar system) in cash or immediately available funds, over the five (ii5) by cancellation day period ending three days before the day the current fair market value of indebtedness, or the securities is being determined and (iiiy) pursuant to Section 2.2 hereofthe number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; and (ciii) this Warrant. Upon if at any time the exercise of this Warrant, a certificate Common Stock is not listed on any securities exchange or certificates for the Exercise Shares so purchased, registered quoted in the name NASDAQ System or the over-the-counter market, the current fair market value of Preferred Stock shall be the Holder product of (x) the highest price per share which the Company could obtain from a willing buyer (not a current employee or such other Person as may be designated director) for shares of Common Stock sold by the Holder Company, from authorized but unissued shares, as determined in good faith by its Board of Directors and (to the extent such transfer is not validly restricted and upon payment of any transfer taxes that are required to be paid by the Holder pursuant hereto), shall be issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Daysy) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the number of Exercise Shares remaining shall be executed by shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise, unless the Company and delivered shall become subject to a merger, acquisition or other consolidation pursuant to which the Holder or such other Person at Company is not the same time as surviving party, in which case 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 Exercise Shares are to be issued upon exercise fair market value of this Warrant Preferred Stock shall be deemed to have become be the holder value received by the holders of record 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 shares on the date on which this amended 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 Agreement shall be deemed identical to have become those contained herein, including, but not limited to the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (whether before or after the end of the Exercise Period)Effective Date hereof.

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