Common use of Exercise Clause in Contracts

Exercise. By notification to the Company within ten (10) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article II.

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

Exercise. By notification to (a) This Warrant may be exercised during the Company within ten (10) days after Exercise Period by the Offer Notice is givenRegistered Holder, each Investor may elect to in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or otherwise acquireby such Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling that portion number of Warrant Shares subject to this Warrant equal to the quotient determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such New Securities which equals exercise by (ii) the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date"). If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day perioda fraction, the Company numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if applicableno such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall cause be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such Intermediate Holding a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company toas provided in subsection 1(a) promptly above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and the number or principal amountwhich such Registered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification (a) This Warrant may be exercised by the Agent for the purchase of any of the Shares for which this Warrant is then exercisable pursuant to Section l(b) hereof in whole or in part, upon delivery of written notice of intent to the Company within ten (10) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price following address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ or such other address as the Company shall designate in written notice to the Agent, together with this Warrant and payment (in the manner described in Section 3(b) below) for the aggregate Exercise Price of the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable execute and deliver to the Agent a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by the Agent. If this Warrant shall be exercised with respect to less than all of the Shares, the Agent shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. (b) Payment for the Shares to be purchased upon exercise of this Warrant may be made (i) by the delivery of a certified or cashier's check payable to the Company for the aggregate Exercise Price of the Shares to be purchased of (ii) by delivery of this Warrant and a notice that the Agent wished to make an exercise of Warrants for "Net Warrant Shares". The number of Net Warrant Shares to be issued in the case of (b)(ii) shall be determined as described by the following formula: Net Warrant Shares = [WS x (MP-EP)]/MP. "WS" is the number of Warrant Shares issuable upon exercise of the Warrants or portion of Warrants being exercised. "MP" is the closing Market Price of the Common Stock on the terms specified in last trading day preceding the Offer Notice, up date request to that portion of such New Securities which equals (x) exercise the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold Warrants is received by the Company, multiplied as reported by (y) The Nasdaq Stock Market or such other exchange or quotation system on which the Investor’s Pro Rata ShareCommon Stock may be listed or quoted. At "EP" shall mean the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days Exercise Price of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant Shares to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIbe purchased.

Exercise. By notification Subject to the terms hereof, the Warrants, evidenced by this Warrant Certificate, may be exercised at the Exercise Price in whole or in part at any time during the period (the "Exercise Period") commencing on the date hereof and terminating on the five year anniversary of the date of grant (the "Expiration Date"). The Exercise Period may also be extended by the Company's Board of Directors. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender to the Company within ten (10) days after at its principal offices of this Warrant Certificate with the Offer Notice is given, each Investor may elect exercise form attached hereto executed by the Registered Holder and accompanied by payment to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, in cash, wire transfer, or by official bank or certified check, of an amount equal to the aggregate Exercise Price, in lawful money of the United States of America. In lieu of payment of the Exercise Price in cash, the Registered Holder shall have the right at any time and from time to time to exercise the Warrants in full or in part by surrendering the Warrant Certificate in the manner specified above in exchange for the number of Shares equal to the product of (a) the number of shares to which the Warrants are being exercised multiplied by (yb) a fraction, the Investor’s Pro Rata Sharenumerator of which is the Market Price (as defined below) of the Company's common stock less the Exercise Price and the denominator of which is such Market Price (a "Cashless Exercise"). At As used herein, the expiration term "Market Price" at any date shall be deemed to be the average of such ten the last reported sale prices for the last fifteen (1015) day trading days as officially reported by the principal securities exchange on which the Company's common stock is listed or admitted to trading during said period, or, if the Company's common stock is not listed or admitted to trading on any national securities exchange during said period, the Company shall (average closing bid price of the common stock on the Nasdaq Stock Market System or reported on the NASD's OTC Bulletin Board or, if applicablethe Company's common stock is not quoted on Nasdaq or the OTC Bulletin Board, as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it. The person entitled to receive the Shares issuable upon exercise of a Warrant or Warrants ("Warrant Shares") shall cause be treated for all purposes as the holder of such Intermediate Holding Warrant Shares as of the close of business on the Exercise Date. The Company to) promptly shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash with respect thereto, and such right to a fractional share shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Promptly, and in any event within two (2) Business Daysten business days after the Exercise Date, in writing, notify each Investor electing the Company shall cause to purchase all be issued and delivered to the New Securities available person or persons entitled to it (each such Investorreceive the same, a “Fully-Exercising Investor”) certificate or certificates for the number of Warrant Shares deliverable on such exercise. The Company may deem and treat the Registered Holder of the Warrants at any other Investor’s failure to do likewise time as the absolute owner thereof for all purposes, and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification Company shall not be affected by any notice to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect contrary. The Warrants shall not entitle the Registered Holder thereof to purchase any of the rights of shareholders or otherwise acquire, at the same price and to any dividend declared on the same term specified in Shares unless the Offer Notice, up Registered Holder shall have exercised the Warrants and thereby purchased the Warrant Shares prior to a portion the record date for the determination of New Securities which equals (x) the aggregate amount or principal amount, as applicable, holders of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be Shares entitled to notify the Company of its election to purchase such dividend or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIright.

Exercise. By notification (a) To exercise this Warrant, the Holder must deliver a duly completed Exercise Note in the form of Exhibit A hereto, and payment therefor to the Company within ten (10) days after Company. Promptly upon exercise of this Warrant, the Offer Notice is given, each Investor may elect Holder must deliver the original Warrant to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied . Payment may be made either (i) in cash or by (y) certified or official bank check payable to the Investor’s Pro Rata Share. At the expiration order of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification equal to the Company within ten applicable aggregate Exercise Price, (10ii) days after an Oversubscription Offer Notice is givenby delivery of this Warrant, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion shares of New Securities which equals (x) the aggregate amount or principal amount, as applicable, Common Stock and/or Common Stock receivable upon exercise of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share this Warrant in accordance with the amounts so elected. The closing formula set forth in subsection (b) below, or (iii) by a combination of any sale or issuanceof the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined by as provided herein. (b) Notwithstanding any provisions herein to the Company contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and at the date of initial sale calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or issuance, as applicable, the portion thereof being exercised) by surrender of New Securities pursuant to Section 2.4; provided, that if a notice is given either by this Warrant at the principal office of the Company or by an Investor pursuant together with the properly endorsed Exercise Notice selecting this Section 2.2(b) method in which event the Company shall issue to Section 2.5the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the closing portion of a sale or issuance, this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as applicable, pursuant adjusted to this Section 2.3 shall occur within five (5) Business Days after the satisfaction date of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article II.such calculation)

Exercise. By notification (a) Payment may be made at the option of the Holder by either: (i) cash by wire transfer of immediately available funds or by certified or official bank check payable to the Company within ten (10) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion order of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification equal to the Company within ten applicable aggregate Exercise Price, (10ii) days after an Oversubscription Offer Notice is givenby “cashless exercise” method by delivery of this Warrant, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion shares of New Securities which equals (x) the aggregate amount or principal amount, as applicable, Common Stock and/or Common Stock receivable upon exercise of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share this Warrant in accordance with the amounts so elected. The closing formula set forth in subsection (b) below, or (iii) by a combination of any sale or issuanceof the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined by as provided herein. (b) Notwithstanding any provisions herein to the Company contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and at the date of initial sale calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or issuancethe portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price per share (as applicableadjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, of New Securities it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to Section 2.4; providedthe Subscription Agreement, that if a notice is given either by the Company regardless of whether subsequent changes or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant modifications have been made to this Section 2.3 shall occur within five (5) Business Days after Warrant or the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIexercise price.

Exercise. By notification Subject to Section 10, this Warrant may be converted or exercised by Holder, in whole or in part, at any time and from time to time beginning six months after the date hereof and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of this Warrant, together with the form of notice of exercise (in the form attached hereto as Exhibit A) duly completed and executed by Holder, to the Company within ten (10) days at its principal office and accompanied by payment in full, in cash or by check payable to the order of the Company, in the amount of the aggregate Exercise Price for the Warrant Shares covered by such exercise. In lieu of exercising this Warrant pursuant to the immediately preceding sentence, Holder shall have the right to require the Company to convert this Warrant, in whole or in part and at any time or times beginning six months after the Offer Notice is given, each Investor may elect date hereof and prior to purchase or otherwise acquire, at the price and 5:00 p.m. New York City time on the terms specified Expiration Date (the "Conversion Right"), into Warrant Shares, by surrendering this Warrant to the Company accompanied by a conversion notice (in the Offer Noticeform attached hereto as Exhibit B) that has been duly completed and signed. Upon exercise of the Conversion Right, up the Company shall deliver to Holder (without payment by Holder of any Exercise Price) that portion number of such New Securities which equals Warrant Shares that is equal to the quotient obtained by dividing (x) the value of this Warrant (or the portion thereof being converted) at the time the Conversion Right is exercised, determined by subtracting the aggregate amount Exercise Price for the Warrant (or principal amount, as applicable, such portion thereof being converted) immediately prior to the exercise of New Securities proposed the Conversion Right from the aggregate current market price (determined on the basis of the Current Market Price Per Share) of that number of Warrant Shares purchasable upon exercise of this Warrant (or such portion thereof) immediately prior to be offered and sold by the Company, multiplied exercise of the Conversion Right (taking into account all applicable adjustments pursuant to this Warrant) by (y) the Investor’s Pro Rata ShareCurrent Market Price Per Share of one share of Common Stock immediately prior to the exercise of the Conversion Right. At Any references in this Warrant to the expiration "exercise" of such ten (10) day periodany Warrants, and the use of the term "exercise" herein, shall be deemed to include, without limitation, any exercise of the Conversion Right. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued upon exercise of a Conversion Right shall be deemed to have been acquired by Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement. In the event this Warrant is not exercised in full, the Company Warrant Shares shall (orbe reduced by the number of Warrant Shares subject to such partial exercise, if applicableand the Company, at its expense, shall cause such Intermediate Holding Company to) promptly forthwith issue and deliver to Holder a new Warrant of like tenor in any event within two (2) Business Daysthe name of Holder, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and reflecting the number or principal amount, as applicable, of New Securities that remain unsubscribed for (Warrant Shares remaining after such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIexercise.

Exercise. By notification (a) Payment may be made (i) either in cash or by certified or official bank check payable to the Company within ten (10) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion order of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification equal to the Company within ten applicable aggregate Exercise Price, (10ii) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion by delivery of New Securities which equals (x) the aggregate amount or principal amount, as applicable, Common Stock of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company having a Fair Market Value equal to the Exercise Price, (iii) by delivery of its election to purchase this Warrant, or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, shares of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess Common Stock and/or Common Stock receivable upon exercise of their Pro Rata Share this Warrant in accordance with the amounts so elected. The closing formula set forth in subsection (b) below, or (iv) by a combination of any sale or issuanceof the foregoing methods, for the number of Common Stock specified in such Exercise Notice (as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined by as provided herein. (b) Notwithstanding any provisions herein to the Company contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and at the date of initial sale calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or issuance, as applicable, the portion thereof being exercised) by surrender of New Securities pursuant to Section 2.4; provided, that if a notice is given either by this Warrant at the principal office of the Company or by an Investor pursuant together with the properly endorsed Exercise Notice in which event the Company shall issue to Section 2.5the Holder a number of shares of Common Stock computed using the following formula: X= Y(A-B) ------ A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the closing portion of a sale or issuance, this Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = the Exercise Price per share (as applicable, pursuant adjusted to this Section 2.3 shall occur within five (5) Business Days after the satisfaction date of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article II.such calculation)

Exercise. By notification (i) A Managing Underwriters' Warrant Holder may exercise a Managing Underwriters' Warrant, in whole or in part, to purchase Underlying Shares or Underlying Warrants, or both, in such amounts as may be elected upon surrender of such Managing Underwriters' Warrant Certificate with the subscription form thereon duly executed, to the Company within ten at its corporate office at 10 I▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇gether with the full Underlying Share Purchase Price for each Underlying Share to be purchased and the full Underlying Warrant Purchase Price for each Underlying Warrant to be purchased, in lawful money of the United States, or by certified check or bank draft payable in United States Dollars to the order of the Company and upon compliance with and subject to the conditions set forth herein. (10ii) days after Upon receipt of a Managing Underwriters' Warrant Certificate with the Offer Notice subscription form thereon duly executed and accompanied by payment of the Underlying Share Purchase Price for the number of Underlying Shares and/or the Underlying Warrant Purchase Price for the number of Underlying Warrants for which such Managing Underwriters' Warrant is giventhen being exercised, each Investor the Company, subject to (iii) In case a Managing Underwriters' Warrant Holder shall exercise a Managing Underwriters' Warrant with respect to less than all of the Underlying Shares and/or Underlying Warrants that may elect be purchased pursuant to purchase such Managing Underwriters' Warrant, the Company will execute a new Managing Underwriters' Warrant Certificate, as represented by a warrant certificate substantially in the form attached hereto as Exhibit A, exercisable for the balance of the Underlying Shares and/or Underlying Warrants that may be purchased upon exercise of such Managing Underwriters' Warrant and deliver such new Managing Underwriters' Warrant Certificate to the Managing Underwriters' Warrant Holder. Managing Underwriters' Warrant Certificates shall be executed on behalf of the Company by the Company's Chairman of the Board, President or otherwise acquireany Vice President and by its Treasurer, at an Assistant Treasurer, its Secretary or an Assistant Secretary. (iv) A Managing Underwriters' Warrant shall be deemed to have been exercised immediately prior to the price and close of business on the terms specified in Exercise Date, and the Offer Notice, up person entitled to that receive Underlying Shares and/or Underlying Warrants and any Managing Underwriters' Warrant Certificate representing the unexercised portion of such New Securities which equals (x) Managing Underwriters' Warrant deliverable upon such exercise shall be treated for all purposes as the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration holder of such ten Underlying Shares, Underlying Warrants and unexercised Managing Underwriters' Warrant upon such exercise as of the close of business on the Exercise Date. (10v) day period, The Company covenants and agrees that it will pay when due and payable any and all taxes that may be payable in respect of the issue of this Managing Underwriters' Warrant or the issue of any Underlying Securities. The Company shall (ornot, if applicablehowever, be required to pay any tax that may be payable in respect of any transfer of a Managing Underwriters' Warrant or of any Underlying Security to a person other than the Managing Underwriters' Warrant Holder at the time of surrender, and until the payment of such tax, shall cause not be required to issue such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIUnderlying Security.

Exercise. By notification (a) Each Series K Warrant shall entitle the Holder thereof to purchase, during the Exercise Period for the Series K Warrants, for each Series K Warrant evidenced thereby, (i) a number of shares of Common Stock equal to the Company within ten (10) days after Series K Warrant Exercise Rate in effect immediately prior to the Offer Notice is givenClose of Business on the relevant Exercise Date, each Investor may elect subject to purchase or otherwise acquireSection 3.06, at an exercise price equal to $9.00 per Series K Warrant (subject to amendment from time to time in accordance with Section 4.06, the price “Series K Warrant Exercise Price”) or (ii) if the relevant Exercise Date falls in a Net Exercise Period with respect to the Series K Warrants, a number of shares of Common Stock determined as set forth in Section 3.08 (and notwithstanding anything to the contrary in this Agreement, the Holder will not be required to pay the Series K Warrant Exercise Price in respect of such Series K Warrant). Each Series A Warrant shall entitle the Holder thereof to purchase, during the Exercise Period for the Series A Warrants, for each Series A Warrant evidenced thereby, (i) a number of shares of Common Stock equal to the Series A Warrant Exercise Rate in effect immediately prior to the Close of Business on the terms specified relevant Exercise Date, subject to Section 3.06, at an exercise price equal to $13.00 per Series A Warrant (subject to amendment from time to time in accordance with Section 4.06, the Offer Notice“Series A Warrant Exercise Price”) or (ii) if the relevant Exercise Date falls in a Net Exercise Period with respect to the Series A Warrants, up a number of shares of Common Stock determined as set forth in Section 3.08 (and notwithstanding anything to that portion the contrary in this Agreement, the Holder will not be required to pay the Series A Warrant Exercise Price in respect of such New Securities which equals Series A Warrant). Each Series Z Warrant shall entitle the Holder thereof to purchase, during the Exercise Period for the Series Z Warrants, for each Series Z Warrant evidenced thereby, (xi) a number of shares of Common Stock equal to the aggregate amount Series Z Warrant Exercise Rate in effect immediately prior to the Close of Business on the relevant Exercise Date, subject to Section 3.06, at an exercise price equal to $17.00 per Series Z Warrant (subject to amendment from time to time in accordance with Section 4.06, the “Series Z Warrant Exercise Price”) or principal amount(ii) if the relevant Exercise Date falls in a Net Exercise Period with respect to the Series Z Warrants, a number of shares of Common Stock determined as applicableset forth in Section 3.08 (and notwithstanding anything to the contrary in this Agreement, of New Securities proposed the Holder will not be required to be offered and sold by pay the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration Series Z Warrant Exercise Price in respect of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”Series Z Warrant). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor Holders may elect to purchase exercise all or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals their Warrants or choose not to exercise any Warrants at all, or may otherwise sell or transfer their Warrants, in each case, in their sole and absolute discretion. (xb) the aggregate amount or principal amount, The applicable Warrant Exercise Price must be paid in cash except as applicable, of New Securities that remain unsubscribed for, multiplied by provided in Section 3.08. (yc) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified Subject (in the Offer Noticecase of exercise of a Warrant of a Series for which a Net Exercise Period is in effect) to Section 3.08(c), any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire shares of Common Stock issuable in excess of their Pro Rata Share in accordance with the amounts so elected. The closing respect of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as exercise of Warrants represented by a Global Warrant shall be determined by the Depositary (or, as may be agreed from time to time between the Calculation Agent and the Company, the Calculation Agent) in accordance with this Agreement; and provided further, however, that in the event the Company disagrees in good faith with any such calculation, the Company may make such calculation in good faith or appoint an Independent Advisor to make such calculation, and the Company’s (or, as the case may be, such Independent Advisor’s) calculation shall be determinative and final and binding on the Depositary, the Warrant Agent, the Calculation Agent, the Holders and (where such calculation is made by an Independent Advisor) the Company. Subject (in its sole discretionthe case of exercise of a Warrant of a Series for which a Net Exercise Period is in effect) within to Section 3.08(c), the earlier number of ninety shares of Common Stock issuable in respect of any exercise of Warrants represented through the Company’s direct registration system or the Warrant Agent’s other book-entry procedures shall be determined by the Warrant Agent (90) days of or, as may be agreed from time to time between the date that the Offer Notice is given Calculation Agent and the date of initial sale Company, the Calculation Agent) in accordance with this Agreement; and provided further, however, that in the event the Company disagrees in good faith with any such calculation, the Company may make such calculation in good faith or issuanceappoint an Independent Advisor to make such calculation, and the Company’s (or, as applicablethe case may be, of New Securities pursuant to Section 2.4; providedsuch Independent Advisor’s) calculation shall be determinative and final and binding on the Warrant Agent, that if a notice the Calculation Agent, the Holders and (where such calculation is given either by the Company or made by an Investor pursuant to Section 2.5, Independent Advisor) the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IICompany.

Exercise. By notification This Warrant may be exercised by the holder hereof in whole or in part (but not as to fractional shares of Common Stock) by the surrender of this Warrant and delivery of an executed Notice of Exercise in the form appended hereto duly executed by such holder to the Company at its principal office at any time or times within ten (10) days after the Offer Notice period specified above, accompanied by payment for the Common Stock as to which this Warrant is givenbeing exercised by wire transfer to an account designated by the Company or by certified or bank check. In the event of a partial exercise of this Warrant, each Investor this Warrant will be canceled and the Company will deliver a new Warrant of like tenor representing the balance of the share of Common Stock purchasable hereunder. Alternatively, the holder hereof may elect to purchase exercise the rights represented by this Warrant in whole or otherwise acquirein part (but not as to fractional shares of Common Stock) by the surrender of this Warrant and delivery of an executed Notice of Exercise specifying that the value (as determined below) of this Warrant shall be the consideration for the shares of Common Stock, in which event the Company shall issue to the holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where: X = the number of shares of Common Stock to be issued to the holder. Y = the number of shares of Common Stock issuable upon exercise of this Warrant on the date of delivery of the Notice of Exercise. A = the current fair market value of one share of Common Stock. B = Warrant Price. As used herein, current fair market value of the Common Stock shall mean the numerical average of fair market value per share of Common Stock over a period of 21 days consisting of the day on which the Notice of Exercise is received by the Company and the 20 consecutive business days prior to such day. The fair market value per share of Common Stock for any day shall mean the average of the closing prices of the Company's Common Stock sold on all securities exchanges on which the Common Stock may at the price and time be listed or as quoted on the terms specified Nasdaq system, or, if there have been no sales on any such exchange or any such quotation on any day, the average of the highest bid and lowest asked prices on all such exchanges or such Nasdaq system at the end of such day, or, if on any day the Common Stock is not so listed, the average of the representative bid and asked prices quoted in the Offer NoticeNasdaq system as of 4:00 p.m., up to that portion New York City time, or, if on any day the Common Stock is not quoted in the Nasdaq system, the average of the highest bid and lowest asked price on such New Securities day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization. If at any time the Common Stock is not listed on any securities exchange or quoted in the Nasdaq system or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which equals the Company could obtain from a willing buyer (xnot a current employee or director) the aggregate amount or principal amount, as applicable, for shares of New Securities proposed to be offered and Common Stock sold by the Company, multiplied from authorized but unissued shares, as determined in good faith by (y) the Investor’s Pro Rata ShareBoard of Directors of the Company. At Notwithstanding the expiration of such ten (10) day periodforegoing, if the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and engage in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amountan Acquisition Transaction, as applicabledefined below, the current fair market value of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification the Common Stock shall be determined with reference to the value ascribed to the Company within ten by the terms of the Acquisition Transaction. An "Acquisition Transaction" is (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (xi) the aggregate amount closing of the sale of all or principal amount, as applicable, substantially all of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the assets of the Company of its election or (ii) a consolidation or merger or other business combination to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire which more than 50% of the total number or principal amount, as applicable, equity ownership of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretioncalculated on a fully-diluted basis) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIhas been transferred.

Exercise. By notification (a) This Warrant may be exercised by the Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT A, duly executed by such Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full by bank or certified check in lawful money of the United States, of the aggregate Purchase Price payable in respect of the total number of shares of Common Stock purchased upon such exercise. (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company within ten as provided in SUBSECTION 2(a) above. At such time, the person or persons in whose name or names any certificates for or other instruments evidencing shares of Common Stock shall be issuable upon such exercise as provided in SUBSECTION 2(d) below shall be deemed to have become the holder or holders of record of the Common Stock represented by such certificates or other instruments. (10i) days after The Holder may at its sole option, and in lieu of paying the Offer Notice is givenPurchase Price pursuant to SUBSECTION 2(a) hereof, each Investor may elect exchange this Warrant in whole or in part for a number of shares of Common Stock as determined below. Such shares of Common Stock shall be issued by the Company to purchase the Holder without payment by the Holder of any other exercise price or otherwise acquire, at any cash or other consideration. The number of shares of Common Stock to be so issued to the price and Holder shall be equal to the quotient obtained by dividing (A) the Surrendered Value (as defined below) on the terms specified in date of surrender of this Warrant pursuant to SUBSECTION 2(a), by (b) the Offer NoticeFair Market Value on the exchange date of one share of Common Stock. (ii) For the purposes of this SUBSECTION 2(c), up to that the "SURRENDERED VALUE" of a portion of such New Securities which equals this Warrant on a given date shall be deemed to be the difference between (xA) the aggregate amount or principal amountFair Market Value on such date of the total number of shares of Common Stock otherwise issuable upon exercise of such portion of the Warrant, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by MINUS (yB) the Investor’s Pro Rata Share. At the expiration aggregate Purchase Price of such ten total number of shares of Common Stock. (10d) day periodAs soon as practicable after the exercise of this Warrant in full or in part, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two three (23) Business Daysbusiness days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Holder, or, subject to the terms and conditions hereof, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Common Stock to which such Holder shall be entitled upon such exercise, PLUS, in writinglieu of any fractional share to which such Holder would otherwise be entitled, notify each Investor electing cash in an amount determined pursuant to purchase all the New Securities available to it SECTION 3 hereof, and (each ii) in case such Investorexercise is in part only, a “Fully-Exercising Investor”new warrant or warrants (dated the date hereof) of any other Investor’s failure to do likewise and like tenor, calling in the aggregate on the face or faces thereof for the number or principal amount, as applicable, of New Securities that remain unsubscribed for shares of Common Stock equal (such notice, an “Oversubscription Offer Notice”). By notification without giving effect to any adjustment therein) to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at Warrant Number minus the same price and on the same term specified in the Offer Notice, up to a portion number of New Securities which equals (x) the aggregate amount or principal amount, as applicable, such shares of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined Common Stock purchased by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIHolder upon such exercise.

Exercise. By notification This Warrant may be exercised, in whole at any time or in part from time to time, commencing on January 26, 1999 and prior to 5:00 P.M., Eastern Standard Time on January 26, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company within ten will (10a) days after issue a certificate or certificates in the Offer Notice name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is givenexercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, each Investor pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may elect (a) pay in cash an amount equal to purchase or otherwise acquire, at the product of (i) the daily mean average of the closing price and of a share of Common Stock on the terms specified in ten consecutive trading days before the Offer Notice, up to that portion conversion date and (ii) such fraction of such New Securities which equals a share or (xb) issue an additional share of Common Stock. Upon exercise of the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day periodWarrant, the Company shall (or, if applicable, shall cause issue and deliver to the Holder certificates for the Common Stock issuable upon such Intermediate Holding Company to) promptly and in any event exercise within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each ten business days after such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise exercise and the number or principal amount, as applicable, person exercising shall be deemed to be the holder of New Securities that remain unsubscribed for (record of the Common Stock issuable upon such notice, an “Oversubscription Offer Notice”)exercise. By notification to the Company within ten (10) days No warrant granted herein shall be exercisable after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and 5:00 p.m. Eastern Standard Time on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days second anniversary of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article II.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by such Registered Holder or otherwise acquireby such Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Exercise Price payable in respect of the number of Warrant Shares issued upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Exercise Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Exercise Price payable in respect of the number of Warrant Shares being issued upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 2(c) below (the "Exercise Date") over the Exercise Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares issuable pursuant to this method, then the number of Warrant Shares so issuable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) a fraction, the Investor’s Pro Rata Sharenumerator of which shall be the Exercise Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq Stock Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the last reported sale price per share of Common Stock thereon for the ten consecutive trading days ending on the day immediately prior to the Exercise Date; (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Stock Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined in good faith by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within a forty-five day period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined in good faith by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 2(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 2(a) above. At the expiration of such ten (10) day periodtime, the Company person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 2(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (ord) As soon as practicable after the exercise of this Warrant in full or in part, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writinglieu of any fractional share to which such Registered Holder would otherwise be entitled, notify each Investor electing cash in an amount determined pursuant to purchase all the New Securities available to it Section 4 hereof; and (each ii) in case such Investorexercise is in part only, a “Fully-Exercising Investor”new warrant or warrants (dated the date hereof) of any other Investor’s failure to do likewise and like tenor, calling in the aggregate on the face or faces thereof for the number or principal amount, as applicable, of New Securities that remain unsubscribed for Warrant Shares equal (such notice, an “Oversubscription Offer Notice”). By notification without giving effect to any adjustment therein) to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and number of such shares called for on the same term specified face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Exercise Price payable upon such exercise pursuant to subsection 2(b) above. (e) Notwithstanding the foregoing, the Warrant shall become immediately exercisable by the Registered Holder upon (i) the occurrence of an Event of Default (as defined in the Offer NoticeSecond Extension Agreement dated March 11, up to a portion 1999 by and among the Registered Holder, Fleet Bank-N.H., the Company and certain of New Securities which equals its subsidiaries (xthe "Second Extension Agreement")) or (ii) the aggregate amount or principal amount, as applicable, mailing date of New Securities that remain unsubscribed for, multiplied written notice by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election intention to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect exercise its right under Section 8 to purchase or otherwise acquire more than the total number or principal amount, redeem Available Warrant Shares (as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIdefined under subsection 8(a)).

Exercise. By notification Each Junior Management Initial Investor desiring to exercise its Junior Management Option shall send a written commitment within three (3) business days after the furnishing of the Liquidity Event Notice to the Company within ten and to each holder of Option-Eligible Shares (10the "Option-Eligible Share Sellers") days after specifying the Offer Notice is given, each number of Junior Management Option-Eligible Shares which such Junior Management Initial Investor may elect desires to purchase (each Junior Management Initial Investor who so elects to exercise the Junior Management Option being referred to herein as an "Exercising Purchaser"). Each Junior Management Initial Investor who has not so elected to exercise his or otherwise acquireher Junior Management Option shall be deemed to have waived all of his or her rights with respect to such Junior Management Option, at and his or her Junior Management Option shall terminate upon consummation of the price and on Liquidity Event. In the terms specified in the Offer Notice, up to event that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing an Exercising Purchaser elects to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more less than the total number of Junior Management Option- Eligible Shares which are subject to his or principal amounther Junior Management Option, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors Junior Management Investor shall be allocated among deemed to have waived all of his or her rights with respect to the Fullyremaining Junior Management Option-Eligible Shares, and his or her Junior Management Option shall terminate as to the remaining Junior Management Option- Eligible Shares upon consummation of the Liquidity Event. The exercise by each Exercising Investors electing Purchaser shall be irrevocable except as hereinafter provided, and each such Exercising Purchaser shall be bound and obligated to acquire such amount of Junior Management Option-Eligible Shares as such Exercising Purchaser shall have specified in excess such Exercising Purchaser's written commitment. If at the end of their Pro Rata Share the one hundred twentieth (120th) day following the date on which the Liquidity Event Notice was given the Liquidity Event has not been consummated, each Exercising Purchaser shall be released from his or her obligations under the written commitment, the Liquidity Event Notice shall be null and void, the Junior Management Options shall remain in accordance full force and effect and it shall be necessary for a separate Liquidity Event Notice to have been furnished, and the terms and provisions of this Section 5.1 separately complied with, in order to consummate a Liquidity Event, unless the failure to consummate the Liquidity Event resulted from any failure by any Junior Management Investor to comply in any material respect with the amounts so elected. The closing terms of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article II5.1.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by such Registered Holder or otherwise acquireby such Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value (as defined below) per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the number of Warrant Shares minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) a fraction, the Investor’s Pro Rata Sharenumerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the trading day immediately preceding the Exercise Date. (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including, without limitation, a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (a) the Fair Market Value per share of Common Stock shall be amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At the expiration of such ten (10) day periodtime, the Company person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (ord) As soon as practicable after the exercise of this Warrant in full or in part, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and the number or principal amountwhich such Registered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) If the Company is unable for any reason to deliver to the Registered Holder unlegended, freely tradeable Warrant Shares pursuant to the United States Securities Act of 1933 upon exercise of this Warrant, then the Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling all or a portion of this Warrant. If the Registered Holder wishes to exercise this Warrant by this method, the number of Warrant Shares purchasable (which shall in no event exceed the total number of Warrant Shares purchasable under this Warrant as set forth above), subject to adjustment under Section 2 of this Warrant) shall be determined as follows: X=Y[(A-B)/A]; where X= the number of Warrant Shares to be issued to the Holder; Y= the number of Warrant Shares with respect to which this Warrant is being exercised; A= the Fair Market Value of one share of Common Stock; B= the Purchase Price of one share of Common Stock. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system (including, without limitation, the OTC Bulletin Board or any successor and, if the average daily trading volume for the preceding 10 days has been at least 100,000 shares, the Pink Sheets) as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company within ten as provided in subsection 1(a) above accompanied by payment in full of the Purchase Price at the offices of the Company or at such other location as may be specified by the Company to the Holder in writing from time to time (10the "Exercise Date"). Subject to Section 4 hereof, at such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) days below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the Offer Notice is givenexercise of this Warrant in full or in part, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two 5 business days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each upon payment by such Investor, a “Fully-Exercising Investor”) Holder of any other Investor’s failure to do likewise and applicable transfer taxes) may direct: (i) a certificate or certificates for the number or principal amountof full Warrant Shares to which the Registered Holder shall be entitled upon such exercise, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, adjusted as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities required pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either by new warrant or warrants (dated the Company date hereof) of like tenor, calling in the aggregate on the face or by an Investor pursuant to Section 2.5, faces thereof for the closing number of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIremaining Warrant Shares.

Exercise. By notification Payment may be made either (i) in cash or by certified or official bank check payable to the Company within ten (10) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion order of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification equal to the Company within ten applicable aggregate Exercise Price, (10ii) days after if there is not an Oversubscription Offer Notice is giveneffective registration statement covering the resale of the shares of Common Stock underlying this Warrant, each Fully-Exercising Investor may elect to purchase by delivery of the Warrant, or otherwise acquire, at shares of Common Stock and/or Common Stock receivable upon exercise of the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share Warrant in accordance with the amounts so elected. The closing immediately following sentence and the formula contained therein, or (iii) by a combination of any sale or issuanceof the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined by as provided herein. Notwithstanding any provisions herein to the Company contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and at the date of initial sale calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or issuance, as applicable, the portion thereof being exercised) by surrender of New Securities pursuant to Section 2.4; provided, that if a notice is given either by this Warrant at the principal office of the Company or by an Investor pursuant together with the properly endorsed Exercise Notice in which event the Company shall issue to Section 2.5the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) --------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the closing portion of a sale or issuance, the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as applicable, pursuant adjusted to this Section 2.3 shall occur within five (5) Business Days after the satisfaction date of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article II.such calculation)

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by the Registered Holder or otherwise acquireby the Registered Holder’s duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day perioda fraction, the Company numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (ori) If the Common Stock is listed on a national securities exchange, the Nasdaq Capital Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Capital Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if applicablethe Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall cause make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such Intermediate Holding determination is made. (c) Notwithstanding anything to the contrary herein, each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on such day which is 61 days subsequent to the date on which this Warrant shall have been surrendered to the Company toas provided in subsection 1(a) promptly above (such subsequent day the “Exercise Date”). On the Exercise Date and not before, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. Prior to the Exercise Date such person or persons shall continue to be deemed to be owners of this Warrant and not of any corresponding underlying Warrant Shares. Provided this Warrant is surrendered on or prior to the Expiration Date, this Warrant may be exercised in accordance with the terms and conditions herein notwithstanding the fact that the Exercise Date may be later than the Expiration Date. This Section 1(c) shall survive the termination or voiding of this Warrant and continue in full force and effect. (d) As soon as practicable after the exercise of this Warrant in full or in part on the Exercise Date, and in any event within two 3 business days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and which the number or principal amountRegistered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or by an Investor Registered Holder upon such exercise and paid for in cash pursuant to Section 2.5, subsection 1(a) (if any) plus (b) the closing number of a sale or issuance, as applicable, Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification Subject to the limitations set forth in Section 3, this Warrant may be exercised by the Holder hereof at any time during the Warrant Exercise Period by surrender of this Warrant to the Company within ten at its principal office, together with (10i) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, form of subscription at the price and on the terms specified in the Offer Noticeend hereof duly executed by such Holder, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (yii) such Fully-Exercising Investor’s Pro Rata Share; providedother documents, that each Fully-Exercising Investor shall also statements, subscription agreements or other items as may be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with furtherance of its requirements pursuant to Section 3 below, and (iii) payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in the amount obtained by multiplying the number of shares of Common Stock for which this Article IIWarrant is then being exercised by the Exercise Price then in effect (such amount, the "EXERCISE PAYMENT"), except that the Holder may, at its option, elect to pay the Exercise Payment by canceling a portion of this Warrant that is equal to the number of shares determined by dividing the Exercise Payment by (i) the Current Market Price as of the date of exercise or (ii) if the Current Market Price cannot be determined because the Common Stock is not listed or admitted to unlisted trading on the New York Stock Exchange, another national securities exchange, or the National Market System, the Estimated Current Market Price (as hereinafter defined) (such manner of payment, a "NON-CASH EXERCISE PAYMENT"). The "ESTIMATED CURRENT MARKET PRICE" means the amount most recently determined by the Company's Board of Directors in its reasonable discretion to represent the fair market value per share of the Common Stock (including without limitation a determination for purpose of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company). Upon request of the Holder, the Company's Board of Directors (or a representative thereof) shall promptly notify the Holder of the Estimated Current Market Price. Notwithstanding the foregoing, if the Company's Board of Directors has not made such a determination within the three-month period prior to an exercise of the Warrant in which the Holder has elected to make a Non-Cash Exercise Payment, then (A) the Estimated Current Market Price shall be the amount next determined by the Company's Board of Directors in its reasonable discretion to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Company's Board of Directors shall make such a determination within 15 days of a request by the Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection shall be delayed until such determination is made. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant or Warrants of like tenor and dated September 26, 1995, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised (including by way of a Non-Cash Exercise Payment).

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by such Registered Holder or otherwise acquireby such Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Exercise Price payable in respect of the number of Warrant Shares issued upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Exercise Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Exercise Price payable in respect of the number of Warrant Shares being issued upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 2(c) below (the "Exercise Date") over the Exercise Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares issuable pursuant to this method, then the number of Warrant Shares so issuable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) a fraction, the Investor’s Pro Rata Sharenumerator of which shall be the Exercise Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq Stock Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the last reported sale price per share of Common Stock thereon for the ten consecutive trading days ending on the day immediately prior to the Exercise Date. (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Stock Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined in good faith by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within a forty-five day period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined in good faith by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 2(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 2(a) above. At the expiration of such ten (10) day periodtime, the Company person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 2(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (ord) As soon as practicable after the exercise of this Warrant in full or in part, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writinglieu of any fractional share to which such Registered Holder would otherwise be entitled, notify each Investor electing cash in an amount determined pursuant to purchase all the New Securities available to it Section 4 hereof; and (each ii) in case such Investorexercise is in part only, a “Fully-Exercising Investor”new warrant or warrants (dated the date hereof) of any other Investor’s failure to do likewise and like tenor, calling in the aggregate on the face or faces thereof for the number or principal amount, as applicable, of New Securities that remain unsubscribed for Warrant Shares equal (such notice, an “Oversubscription Offer Notice”). By notification without giving effect to any adjustment therein) to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and number of such shares called for on the same term specified face of this Warrant minus the sum of (a) the number of such shares purchased by the Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Exercise Price payable upon such exercise pursuant to subsection 2(b) above. (e) Notwithstanding the foregoing, this Warrant shall become immediately exercisable by the Registered Holder upon (i) the occurrence of an Event of Default (as defined in the Offer Notice, up to a portion of New Securities which equals Second Extension Agreement) or (xii) the aggregate amount or principal amount, as applicable, mailing date of New Securities that remain unsubscribed for, multiplied written notice by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election intention to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect exercise its right under Section 8 to purchase or otherwise acquire more than the total number or principal amount, redeem Available Warrant Shares (as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIdefined under subsection 8(a)).

Exercise. By notification This Warrant may be exercised by the Holder hereof by surrendering it to the Company within ten Company, with an exercise notice, in the form attached hereto (10) days after the Offer Notice “Exercise Notice”), appropriately completed and duly executed, and by paying in full the Warrant Price for each full Warrant Share as to which this Warrant is given, each Investor may elect to purchase or otherwise acquire, exercised as follows (at the price and election of the Holder): (i) with respect to the exercise of this Warrant on a “cash basis”, by wire transfer of immediately available funds, in good certified check or good bank draft payable to the order of the Company; provided, that the Holder provides the information on the terms specified Exercise Notice that is reasonably necessary for the Company to issue the Warrant Shares in compliance with U.S. federal securities law; (ii) with respect to the Offer Notice, up exercise of this Warrant on a “cashless basis” by surrendering this Warrant for that number of shares of Common Stock equal to that portion of such New Securities which equals the quotient obtained by dividing (x) the aggregate amount product of the number of shares of Common Stock underlying this Warrant or principal amountany portion thereof being exercised (at the election of the Holder), as applicable, of New Securities proposed to be offered and sold multiplied by the Company, multiplied difference between the Fair Market Value and the Warrant Price by (y) the Investor’s Pro Rata ShareFair Market Value. At “Fair Market Value” means (A) if at the expiration time of such ten (10) day periodexercise the Common Stock is listed or quoted for trading on the New York Stock Exchange, the Company shall (orNew York Stock Exchange, if applicablethe NYSE MKT, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Daysthe NASDAQ Global Select Market, in writingthe NASDAQ Global Market, notify each Investor electing to purchase all the New Securities available to it (each such InvestorNASDAQ Capital Market, a “Fully-Exercising Investor”) of OTC Bulletin Board or any other Investor’s failure to do likewise and the number national securities or principal amount, as applicable, of New Securities that remain unsubscribed for over-the-counter exchange (such noticeeach, an “Oversubscription Offer NoticeExchange”). By notification , then the average last sale price of a share of Common Stock for the ten trading days ending on the third trading day prior to the date on which notice of exercise of this Warrant is sent to the Company within ten (10the “Exercise Date”); or (B) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, if at the same price and time of exercise the Common Stock is not listed or quoted for trading on an Exchange, then the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicablefair market value, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company a share of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date Common Stock as shall be determined by the Board of Directors of the Company (the “Board”) in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4good faith judgment; provided, however, that notwithstanding the foregoing, the issuance of shares of Common Stock or other securities upon the exercise of this Warrant shall be made without charge to the Holder for any issue in respect thereof; provided further, however if at any time the Common Stock is not a notice is given either by “covered security” under Section 18(b) of the Securities Act, the Company or by an Investor pursuant may, at its option, require the exercise of this Warrant to Section 2.5, the closing of be made on a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article II“cashless basis.”

Exercise. By notification This Warrant may be exercised by the Holder hereof by surrendering it to the Company within ten Company, with an exercise notice, in the form attached hereto (10) days after the Offer Notice "Exercise Notice"), appropriately completed and duly executed, and by paying in full the Warrant Price for each full Warrant Share as to which this Warrant is given, each Investor may elect to purchase or otherwise acquire, exercised as follows (at the price and election of the Holder): (i) with respect to the exercise of this Warrant on a "cash basis", by wire transfer of immediately available funds, in good certified check or good bank draft payable to the order of the Company; provided, that the Holder provides the information on the terms specified Exercise Notice that is reasonably necessary for the Company to issue the Warrant Shares in compliance with U.S. federal securities law; (ii) with respect to the Offer Notice, up exercise of this Warrant on a "cashless basis" by surrendering this Warrant for that number of shares of Common Stock equal to that portion of such New Securities which equals the quotient obtained by dividing (x) the aggregate amount product of the number of shares of Common Stock underlying this Warrant or principal amountany portion thereof being exercised (at the election of the Holder), as applicable, of New Securities proposed to be offered and sold multiplied by the Company, multiplied difference between the Fair Market Value and the Warrant Price by (y) the Investor’s Pro Rata ShareFair Market Value. At "Fair Market Value" means (A) if at the expiration time of such ten (10) day periodexercise the Common Stock is listed or quoted for trading on the New York Stock Exchange, the Company shall (orNYSE MKT, if applicablethe NASDAQ Global Select Market, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Daysthe NASDAQ Global Market, in writingthe NASDAQ Capital Market, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of OTC Bulletin Board or any other Investor’s failure to do likewise and the number national securities or principal amount, as applicable, of New Securities that remain unsubscribed for over-the-counter exchange (such noticeeach, an “Oversubscription Offer Notice”"Exchange"). By notification , then the average last sale price of a share of Common Stock for the ten trading days ending on the third trading day prior to the date on which notice of exercise of this Warrant is sent to the Company within ten (10the "Exercise Date"); or (B) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, if at the same price and time of exercise the Common Stock is not listed or quoted for trading on an Exchange, then the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicablefair market value, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company a share of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date Common Stock as shall be determined by the Board of Directors of the Company (the "Board") in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4good faith judgment; provided, however, that notwithstanding the foregoing, the issuance of shares of Common Stock or other securities upon the exercise of this Warrant shall be made without charge to the Holder for any issue in respect thereof; provided further, however if at any time the Common Stock is not a notice is given either by "covered security" under Section 18(b) of the Securities Act, the Company or by an Investor pursuant may, at its option, require the exercise of this Warrant to Section 2.5, the closing of be made on a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article II"cashless basis."

Exercise. By notification Payment may be made either (i) in cash or by certified or official bank check payable to the Company within ten (10) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion order of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification equal to the Company within ten applicable aggregate Exercise Price, (10ii) days after if there is not an Oversubscription Offer Notice is giveneffective registration statement covering the resale of the shares of Common Stock underlying this Warrant, each Fully-Exercising Investor may elect to purchase by delivery of the Warrant, or otherwise acquire, at shares of Common Stock and/or Common Stock receivable upon exercise of the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share Warrant in accordance with the amounts so elected. The closing immediately following sentence and the formula contained therein, or (iii) by a combination of any sale or issuanceof the foregoing methods, for the number of shares of Common Stock specified in such Exercise Notice (as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined by as provided herein. Notwithstanding any provisions herein to the Company contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and at the date of initial sale calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or issuance, as applicable, the portion thereof being exercised) by surrender of New Securities pursuant to Section 2.4; provided, that if a notice is given either by this Warrant at the principal office of the Company or by an Investor pursuant together with the properly endorsed Exercise Notice in which event the Company shall issue to Section 2.5the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the closing portion of a sale or issuance, the Warrant being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as applicable, pursuant adjusted to this Section 2.3 shall occur within five (5) Business Days after the satisfaction date of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article II.such calculation)

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by such Registered Holder or otherwise acquireby such Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States (or surrender of Warrants as provided below), up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option to that the extent it holds sufficient warrants in-the-money, to elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day perioda fraction, the Company numerator of which shall (be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: If the Common Stock is listed on a national securities exchange, the Nasdaq National Market System, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if applicableno such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall cause be determined pursuant to the next paragraph). If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market System, the Nasdaq system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such Intermediate Holding a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company toas provided in subsection 1(a) promptly above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and the number or principal amountwhich such Registered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus, (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payments of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I (10the "Purchase Form") days after the Offer Notice is given, each Investor may elect to purchase duly executed by such Registered Holder or otherwise acquireby such Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate. Upon any exercise of this Warrant, the Registered Holder shall pay the Purchase Price payable in respect of the Offer Noticenumber of Warrant Shares purchased upon such exercise in cash or otherwise immediately available funds. (b) The Registered Holder may, up at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) a fraction, the Investor’s Pro Rata Sharenumerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii) below). (ii) If the Common Stock is not quoted by a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. Notwithstanding the foregoing, if the Registered Holder shall object to any determination of Fair Market Value by the Board of Directors, the Board of Directors shall retain an independent appraiser reasonably satisfactory to Holder to determine such fair market value. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At the expiration of such ten (10) day periodtime, the Company person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (ord) As soon as practicable after the exercise of this Warrant in full or in part, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two no later than 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (2upon payment by such Registered Holder of any applicable transfer taxes) Business Days, may direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise; and (ii) in writing, notify each Investor electing to purchase all the New Securities available to it (each case such Investorexercise is in part only, a “Fully-Exercising Investor”new warrant or warrants (dated the date hereof) of any other Investor’s failure to do likewise and like tenor, calling in the aggregate on the face or faces thereof for the number or principal amount, as applicable, of New Securities that remain unsubscribed for Warrant Shares equal (such notice, an “Oversubscription Offer Notice”). By notification without giving effect to any adjustment therein) to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and number of such shares called for on the same term specified in face of this Warrant minus the Offer Notice, up to a sum of (A) the number of shares purchased by the Registered Holder upon such exercise plus (B) the number of Warrant Shares (if any) covered by the portion of New Securities which equals (x) this Warrant canceled in payment of the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) Purchase Price payable upon such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, exercise pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretionsubsection 1(b) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification This Warrant may be exercised by the Holder hereof by surrendering it to the Company within ten Company, with an exercise notice, in the form attached hereto (10) days after the Offer Notice “Exercise Notice”), appropriately completed and duly executed, and by paying in full the Warrant Price for each full Warrant Share as to which this Warrant is given, each Investor may elect to purchase or otherwise acquire, exercised as follows (at the price and election of the Holder): (i) with respect to the exercise of this Warrant on a “cash basis”, by wire transfer of immediately available funds, in good certified check or good bank draft payable to the order of the Company; provided, that the Holder provides the information on the terms specified Exercise Notice that is reasonably necessary for the Company to issue the Warrant Shares in compliance with U.S. federal securities law; (ii) with respect to the Offer Notice, up exercise of this Warrant on a “cashless basis” by surrendering this Warrant for that number of shares of Common Stock equal to that portion of such New Securities which equals the quotient obtained by dividing (x) the aggregate amount product of the number of shares of Common Stock underlying this Warrant or principal amountany portion thereof being exercised (at the election of the Holder), as applicable, of New Securities proposed to be offered and sold multiplied by the Company, multiplied difference between the Fair Market Value and the Warrant Price by (y) the Investor’s Pro Rata ShareFair Market Value. At “Fair Market Value” means (A) if at the expiration time of such ten (10) day periodexercise the Common Stock is listed or quoted for trading on the New York Stock Exchange, the Company shall (orNYSE American, if applicablethe Nasdaq Global Select Market, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Daysthe Nasdaq Global Market, in writingthe Nasdaq Capital Market, notify each Investor electing to purchase all the New Securities available to it (each such InvestorOTCQX, a “Fully-Exercising Investor”) of OTCQB or any other Investor’s failure to do likewise and the number national securities or principal amount, as applicable, of New Securities that remain unsubscribed for over-the-counter exchange (such noticeeach, an “Oversubscription Offer NoticeExchange”). By notification , then the average last sale price of a share of Common Stock for the ten trading days ending on the third trading day prior to the date on which notice of exercise of this Warrant is sent to the Company within ten (10the “Exercise Date”); or (B) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, if at the same price and time of exercise the Common Stock is not listed or quoted for trading on an Exchange, then the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicablefair market value, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company a share of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date Common Stock as shall be determined by the Board of Directors of the Company (the “Board”) in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4good faith judgment; provided, however, that notwithstanding the foregoing, the issuance of shares of Common Stock or other securities upon the exercise of this Warrant shall be made without charge to the Holder for any issue in respect thereof; provided further, however if at any time the Common Stock is not a notice is given either by “covered security” under Section 18(b) of the Securities Act, the Company or by an Investor pursuant may, at its option, require the exercise of this Warrant to Section 2.5, the closing of be made on a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article II“cashless basis.”

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as EXHIBIT I duly executed by the Registered Holder or otherwise acquireby the Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) a fraction, the Investor’s Pro Rata Sharenumerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors in good faith to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At the expiration of such ten (10) day periodtime, the Company person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (ord) As soon as practicable after the exercise of this Warrant in full or in part, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and which the number or principal amountRegistered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by the Registered Holder or otherwise acquireby the Registered Holder’s duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day perioda fraction, the Company numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (ori) If the Common Stock is listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if applicablethe Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall cause make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such Intermediate Holding determination is made. (c) Notwithstanding anything to the contrary herein, each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on such day which is 61 days subsequent to the date on which this Warrant shall have been surrendered to the Company toas provided in subsection 1(a) promptly above (such subsequent day the “Exercise Date”). On the Exercise Date and not before, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. Prior to the Exercise Date such person or persons shall continue to be deemed to be owners of this Warrant and not of any corresponding underlying Warrant Shares. Provided this Warrant is surrendered on or prior to the Expiration Date, this Warrant may be exercised in accordance with the terms and conditions herein notwithstanding the fact that the Exercise Date may be later than the Expiration Date. This Section 1(c) shall survive the termination or voiding of this Warrant and continue in full force and effect. (d) As soon as practicable after the exercise of this Warrant in full or in part on the Exercise Date, and in any event within two 3 business days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and which the number or principal amountRegistered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or by an Investor Registered Holder upon such exercise and paid for in cash pursuant to Section 2.5, subsection 1(a) (if any) plus (b) the closing number of a sale or issuance, as applicable, Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification Each such Series B Holder that notifies the Selling Shareholder in writing within twenty (20) Business Days after the receipt of such co-sale notice (a “Co-Sale Participant”) shall have a right to participate in any sale by the Selling Shareholder of the Co-Sale Shares and sell a pro rata number of its Company Securities on the same economic terms and conditions as specified in the Offer Notice. Such Co-Sale Participant’s notice to the Selling Shareholder shall indicate the number of Company within ten Securities the Co-Sale Participant wishes to sell pursuant to such right to participate. For purposes of this paragraph (10b), the pro rata number of Company Securities each Co-Sale Participant may elect to sell pursuant to its right of participation shall equal (on a fully-diluted, as-if converted basis) days after (i) the aggregate number of Ordinary Shares covered by the Offer Notice (determined on a fully-diluted, as-if converted basis) by (ii) a fraction, the numerator of which is giventhe number of Ordinary Shares (determined on a fully-diluted, each Investor may elect to purchase or otherwise acquire, at as-if converted basis) owned by the price and Co-Sale Participant on the date of the Offer Notice, and the denominator of which is the total number of Ordinary Shares (determined on a fully-diluted, as-if converted basis) owned by the Selling Shareholder and all of the Eligible Preferred Holders. If any Eligible Preferred Holder fails to exercise its option to sell its full pro rata share of its Company Securities pursuant to its co-sale right under this Section, the Selling Shareholder shall give written notice (a “Co-Sale Reallotment Notice”) to each Eligible Preferred Holder who has fully exercised its option to sell a pro rata portion of its Company Securities. The Co-Sale Reallotment Notice shall state the sum (determined on a fully-diluted, as-if converted basis) of all Company Securities that any Eligible Preferred Holder was entitled to sell in the exercise of its co-sale right under this Section where such Eligible Preferred Holder failed to exercise such right (or in the case where there has been a prior Co-Sale Reallotment Period, in respect of which any Co-Sale Participating Holder has failed to exercise its right of reallotment) (the “Co-Sale Reallotment Shares”). (i) Each Eligible Preferred Holder entitled to receive a Co-Sale Reallotment Notice (a “Re-Allotment Participant”) shall have a right to include such additional number of its Company Securities in any sale by the Selling Shareholder of the Co-Sale Shares, and sell such additional Company Securities on the same economic terms and conditions as specified in the Offer Notice, up as is equal (on a fully-diluted, as-if converted basis) to that portion the number of such New Securities Co-Sale Reallotment Shares (determined on a fully-diluted, as-if converted basis) multiplied by a fraction, the numerator of which equals is which is the number of Ordinary Shares (xdetermined on a fully-diluted, as-if converted basis) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold owned by the CompanyRe-Allotment Participant on the date of the Offer Notice, multiplied and the denominator of which is the total number of Ordinary Shares (determined on a fully-diluted, as-if converted basis) owned by all Re- Allotment Participants. Such right shall be exercisable by any Re-Allotment Participant notifying the Company and the Selling Shareholder in writing within thirty (y30) days after delivery to the Investor’s Pro Rata Share. At Re-Allotment Participant of the Co-Sale Re-Allotment Notice (the “Co-Sale Re-Allotment Period”). (ii) On expiration of such ten (10) day periodany Co-Sale Reallotment Period, the Company shall issue a new Co-Sale Reallotment Notice to each Re-Allotment Participant that has exercised its full right of reallotment in such period, and such Re-Allotment Participant shall be given an additional right of reallotment under clause (ori) above, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals unless either (x) the aggregate amount there are no remaining Co-Sale Re-Allotment Shares or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) no Re-Allotment Participant shall have exercised its right of reallotment during such FullyCo-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IISale Reallotment Period.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by the Registered Holder or otherwise acquireby the Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day perioda fraction, the Company numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date; or, if applicableno such price is reported on such date, the average of the high and low reported sale prices per share of Common Stock on the next preceding day with a trade (but not more than five trading days) (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall cause be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such Intermediate Holding a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company toas provided in subsection 1(a) promptly above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and which the number or principal amountRegistered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) Notwithstanding the provisions of subsection 1(a) above, the Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise pursuant to this subsection 1(b) by (ii) the excess of the Fair Market Value (as defined below) per Warrant Share as of the effective date of exercise, as determined pursuant to subsection 1(e) below (the "Exercise Date"), over the Purchase Price per share. For example, if (A) this Warrant were exercisable for 100,000 Warrant Shares at an exercise price of $5.00 per share, (B) the Registered Holder wished to purchase 10,000 Warrant Shares upon exercise of this Warrant and (C) the Fair Market Value per Warrant Share as of the effective date of exercise was $15.00, then the Registered Holder could purchase 10,000 Warrant Shares upon exercise of this Warrant by electing to cancel a portion of this Warrant exercisable for 5,000 Warrant Shares ((10,000 x $5.00) / ($15.00 - $5.00)), and this Warrant would thereafter be exercisable for 85,000 Warrant Shares. (c) For purposes of this Warrant, the Fair Market Value per Warrant Share shall be determined as follows: (i) If the Warrant Shares are listed on a national securities exchange, The Nasdaq Stock Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per Warrant Share shall be deemed to be the average closing price per Warrant Share thereon for the 10 trading days immediately preceding (and not including) the Exercise Date; (ii) If the Warrant Shares are not listed on a national securities exchange, The Nasdaq Stock Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per Warrant Share shall be reasonably determined in good faith by the Board of Directors of the Company. (d) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company within ten as provided in subsection 1(a) above. (10e) days As soon as practicable after the Offer Notice is givenexercise of this Warrant in full or in part, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (2upon payment by such Registered Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and the number or principal amountwhich such Registered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (A) the number of such shares purchased by the Company or Registered Holder upon such exercise as provided in subsection 1(a) above and (B) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification Each Junior Management Investor desiring to the Company exercise its Junior Management Option shall send a written commitment within ten three (10) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (53) Business Days after the satisfaction furnishing of all Regulatory Approval Conditionsthe Liquidity Event Notice to the Company and to each holder of Option-Eligible Shares (for the purposes of this Section 5.1.2, the "Option-Eligible Share Sellers") specifying the number of Junior Management Option-Eligible Shares which such Junior Management Investor desires to purchase (each Junior Management Investor who so elects to exercise the Junior Management Option being referred to herein as an "Exercising Purchaser"). Each electing Junior Management Investor who has not so elected to exercise his or her Junior Management Option shall be deemed to have waived all of his or her rights with respect to such Junior Management Option, and his or her Junior Management Option shall terminate upon consummation of the Liquidity Event. In the event that an Exercising Purchaser elects to purchase less than the total number of J unior Management Option-Eligible Shares which are subject to his or her Junior Management Option, such Junior Management Investor shall duly execute be deemed to have waived all of his or her rights with respect to the remaining Junior Management Option-Eligible Shares, and deliver his or her Junior Management Option shall terminate as to the remaining Junior Management Option-Eligible Shares upon consummation of the Liquidity Event. The exercise by each Exercising Purchaser shall be irrevocable except as hereinafter provided, and each such Exercising Purchaser shall be bound and obligated to acquire such amount of Junior Management Option-Eligible Shares as such Exercising Purchaser shall have specified in such Exercising Purchaser's written commitment. If at the end of the one hundred twentieth (120th) calendar day following the date on which the Liquidity Event Notice was given the Liquidity Event has not been consummated, each Exercising Purchaser shall be released from his or her obligations under the written commitment, the Liquidity Event Notice shall be null and void, the Junior Management Options shall remain in full force and effect and it shall be necessary for a separate Liquidity Event Notice to have been furnished, and the terms and provisions of this Section 5.1 separately complied with, in order to consummate a Liquidity Event, unless the failure to consummate the Liquidity Event resulted from any document reasonably requested failure by any Junior Management Investor to comply in any material respect with the Company in connection with terms of this Article IISection 5.1.

Exercise. By notification This Warrant may be exercised, in whole at any time or in part from time to time, commencing on February 18, 1999 and prior to 5:00 P.M., Eastern Standard Time on February 18, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company within ten will (10a) days after issue a certificate or certificates in the Offer Notice name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is givenexercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, each Investor pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may elect (a) pay in cash an amount equal to purchase or otherwise acquire, at the product of (i) the daily mean average of the closing price and of a share of Common Stock on the terms specified in ten consecutive trading days before the Offer Notice, up to that portion conversion date and (ii) such fraction of such New Securities which equals a share or (xb) issue an additional share of Common Stock. Upon exercise of the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day periodWarrant, the Company shall (or, if applicable, shall cause issue and deliver to the Holder certificates for the Common Stock issuable upon such Intermediate Holding Company to) promptly and in any event exercise within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each ten business days after such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise exercise and the number or principal amount, as applicable, person exercising shall be deemed to be the holder of New Securities that remain unsubscribed for (record of the Common Stock issuable upon such notice, an “Oversubscription Offer Notice”)exercise. By notification to the Company within ten (10) days No warrant granted herein shall be exercisable after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and 5:00 p.m. Eastern Standard Time on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days second anniversary of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article II.

Exercise. By notification Subject to the limitations set forth in Section 3, this Warrant may be exercised by the Holder hereof at any time during the Warrant Exercise Period by surrender of this Warrant to the Company within ten at its principal office, together with (10i) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, form of subscription at the price and on the terms specified in the Offer Noticeend hereof duly executed by such Holder, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (yii) such Fully-Exercising Investor’s Pro Rata Share; providedother documents, that each Fully-Exercising Investor shall also statements, subscription agreements or other items as may be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with furtherance of its requirements pursuant to Section 3 below, and (iii) payment, by certified or official bank check payable to the order of the Company or by wire transfer to its account, in the amount obtained by multiplying the number of shares of Common Stock for which this Article IIWarrant is then being exercised by the Exercise Price then in effect (such amount, the "Exercise Payment"), except that the Holder may, at its option, elect to pay the Exercise Payment by canceling a portion of this Warrant that is equal to the number of shares determined by dividing the Exercise Payment by (i) the Current Market Price as of the date of exercise or (ii) if the Current Market Price cannot be determined because the Common Stock is not listed or admitted to unlisted trading on the New York Stock Exchange, another national securities exchange, or the National Market System, the Estimated Current Market Price (as hereinafter defined) (such manner of payment, a "Non-Cash Exercise Payment"). The "Estimated Current Market Price" means the amount most recently determined by the Company's Board of Directors in its reasonable discretion to represent the fair market value per share of the Common Stock (including without limitation a determination for purpose of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company). Upon request of the Holder, the Company's Board of Directors (or a representative thereof) shall promptly notify the Holder of the Estimated Current Market Price. Notwithstanding the foregoing, if the Company's Board of Directors has not made such a determination within the three-month period prior to an exercise of the Warrant in which the Holder has elected to make a Non-Cash Exercise Payment, then (A) the Estimated Current Market Price shall be the amount next determined by the Company's Board of Directors in its reasonable discretion to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Company's Board of Directors shall make such a determination within 15 days of a request by the Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection shall be delayed until such determination is made. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant or Warrants of like tenor and dated as of the date of this Warrant, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of the number of such shares (without giving effect to any adjustment therein) for which this Warrant shall have been exercised (including by way of a Non-Cash Exercise Payment).

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by such Registered Holder or otherwise acquireby such Registered Holder’s duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the “Exercise Date”) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day perioda fraction, the Company numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) of the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if applicableno such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall cause be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such Intermediate Holding a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company toas provided in subsection 1(a) promptly above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and the number or principal amountwhich such Registered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the B-1 (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company within ten (10as provided in subsection 1(a) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Shareabove. At the expiration of such ten (10) day periodtime, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and person or persons in whose name or names any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed certificates for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors Warrant Shares shall be allocated among the Fully-Exercising Investors electing to acquire issuable upon such exercise as provided in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as subsection 1(d) below shall be determined by deemed to have become the Company (in its sole discretion) within the earlier holder or holders of ninety (90) days record of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either Warrant Shares represented by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIsuch certificates.

Exercise. By notification (a) If the shares of Common Stock underlying the exercise hereof have been registered on a registration statement declared effective by the SEC, payment may be made in cash or by certified or official bank check payable to the order of the Company within ten equal to the applicable aggregate Exercise Price for the number of Common Shares specified in such Exercise Notice (10as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) days after and the Offer Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein provided, however, that if the shares of Common Stock underlying the exercise hereof have not been registered on a registration statement declared effective by the SEC, payment shall be made by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is givengreater than the Exercise Price (at the date of calculation as set forth below), each Investor in lieu of exercising this Warrant for cash, the Holder may elect to purchase receive shares equal to the value (as determined below) of this Warrant (or otherwise acquire, the portion thereof being exercised) by surrender of this Warrant at the price and on principal office of the terms specified Company together with the properly endorsed Exercise Notice in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) -------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to only a portion of New Securities which equals (x) the aggregate amount or principal amountWarrant is being exercised, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days portion of the date that the Offer Notice is given and Warrant being exercised (at the date of initial sale or issuance, such calculation) A = the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as applicable, adjusted to the date of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article II.such calculation)

Exercise. By notification (a) Preferred Warrants in denominations of one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the Company within ten conditions set forth herein (10including the provisions set forth in Sections 5 and 9 hereof) days after and in the Offer Notice is given, each Investor may elect applicable Warrant Certificate. A Preferred Warrant shall be deemed to purchase or otherwise acquire, at have been exercised immediately prior to the price and close of business on the terms specified 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 Offer Notice, up to that portion Preferred Warrant Agent for the account of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied 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 (y) the Investor’s Pro Rata SharePreferred Warrant Agent. At The person entitled to receive the expiration securities deliverable upon such exercise shall be treated for all purposes as the holder of such ten (10) day periodsecurities as of the close of business on the Exercise Date. If Preferred Warrants in denominations other than one or whole number multiples thereof shall be exercised at one time by the same Registered Holder, the Company number of full shares of Series 1 Preferred Stock which shall (or, if applicable, be issuable upon exercise thereof shall cause be computed on the basis of the aggregate number of full shares of Series 1 Preferred Stock issuable upon such Intermediate Holding Company to) promptly exercise. As soon as practicable on or after the Exercise Date and in any event within two (2) Business Daysfive business days after such date, in writingif one or more Preferred Warrants have been exercised, notify each Investor electing the Preferred Warrant Agent on behalf of the Company shall cause to purchase all be issued to the New Securities available person or persons entitled to it (each such Investorreceive the same, a “Fully-Exercising Investor”) Series 1 Preferred Stock certificate or certificates for the shares of Series 1 Preferred Stock deliverable upon such exercise, and the Preferred Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any other Investor’s failure to do likewise and one or more Preferred Warrants, the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor Preferred Warrant Agent shall also be entitled to promptly notify the Company and the Representative in writing of its election such fact and of the number of securities delivered upon such exercise and, subject to purchase subsection (b) below, shall cause all payments of an amount in cash or otherwise acquireby check made payable to the order of the Company, at equal to the same price Purchase Price, to be 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 any Preferred Warrants, nor shall it be obligated to issue scrip in lieu of fractional interests. However, the Company shall pay the Registered Holder of any fractional warrant interest an amount in cash based upon the average of the high and low sales prices for the Series 1 Preferred Stock on the same term specified in NASD Electronic Bulletin Board (or if applicable The NASDAQ Stock Market or an Exchange) during the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and ten day trading period immediately preceding the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIexercise.

Exercise. By notification (a) Subject to compliance by the Registered Holder of this Warrant and the Company within ten (10) days after with the Offer Notice is givenrequirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, each Investor if applicable, this Warrant may elect to be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or otherwise acquireby such Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States (or surrender of Warrants as provided below), up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option to that the extent it holds sufficient warrants in-the-money, to elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day perioda fraction, the Company numerator of which shall (be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: If the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if applicableno such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall cause be determined pursuant to the next paragraph). If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such Intermediate Holding a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company toas provided in subsection 1(a) promptly above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and the number or principal amountwhich such Registered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus, (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payments of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by such Registered Holder or otherwise acquireby such Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day perioda fraction, the Company numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if applicableno such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall cause be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including, without limitation, a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such Intermediate Holding a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including, without limitation, a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company toas provided in subsection 1(a) promptly above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and the number or principal amountwhich such Registered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification (a) Subject to compliance by the Registered Holder of this Warrant and the Company within ten (10) days after with the Offer Notice is givenrequirements of the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, each Investor if applicable, this Warrant may elect to be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or otherwise acquireby such Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States (or surrender of Warrants as provided below), up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (rev. 9/23/97) 2 (b) The Registered Holder may, at its option to that the extent it holds sufficient warrants in-the-money, to elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day perioda fraction, the Company numerator of which shall (be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: If the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if applicableno such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall cause be determined pursuant to the next paragraph). If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such Intermediate Holding a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company toas provided in subsection 1(a) promptly above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and the number or principal amountwhich such Registered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus, (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payments of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification (a) Each ▇▇▇▇▇ Warrant, when exercised, shall initially entitle the Holder thereof, subject to adjustment pursuant to the Company within ten (10) days after the Offer Notice is giventerms of this Agreement, each Investor may elect to purchase or otherwise acquire[·] shares of Common Stock. The exercise price of each ▇▇▇▇▇ Warrant is equal to $0.01 per share, at subject to the price and on adjustments provided for in this Agreement (the “▇▇▇▇▇ Warrant Exercise Price”). (b) Each Closing Date Warrant, when exercised, shall initially entitle the Holder thereof, subject to adjustment pursuant to the terms specified of this Agreement, to purchase [·] shares of Common Stock. The exercise price of each Closing Date Warrant is equal to $8.10 per share subject to the adjustments provided for in this Agreement (the Offer Notice“Cash Warrant Exercise Price”). (c) Each 1st Anniversary Warrant, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicablewhen exercised, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Daysinitially entitle the Holder thereof, in writingsubject to adjustment pursuant to the terms of this Agreement, notify each Investor electing to purchase all the New Securities available to it ([·] shares of Common Stock. The exercise price of each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification 1st Anniversary Warrant is equal to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share1st Anniversary Warrant Exercise Price; provided, however, if a Liquidity Event occurs prior to the fixing of the 1st Anniversary Warrant Exercise Price, the exercise price for each 1st Anniversary Warrant shall become immediately prior to the consummation of that each Fully-Exercising Investor Liquidity Event $8.10 per share, subject to the adjustments provided for in this Agreement for the events that occurred on and after the date hereof and prior to the occurrence of such Liquidity Event as if such Exercise Price had been the Exercise Price on the date hereof. (d) Each 2nd Anniversary Warrant, when exercised, shall also be entitled initially entitle the Holder thereof, subject to notify adjustment pursuant to the Company terms of its election this Agreement, to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, [·] shares of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so electedCommon Stock. The closing exercise price of any sale or issuance, as applicable, pursuant each 2nd Anniversary Warrant is equal to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.42nd Anniversary Warrant Exercise Price; provided, that however, if a notice is given either by Liquidity Event occurs prior to the Company or by an Investor pursuant to Section 2.5fixing of the 2nd Anniversary Warrant Exercise Price, the closing exercise price for each 2nd Anniversary Warrant shall become immediately prior to the consummation of a sale that Liquidity Event (i) if the 1st Anniversary Warrant Exercise Price has been fixed prior to that time, the 1st Anniversary Warrant Exercise Price or issuance(ii) if the 1st Anniversary Warrant Exercise Price had not been fixed prior to that time, as applicable$8.10 per share, pursuant subject to the adjustments provided for in this Section 2.3 shall occur within five (5) Business Days Agreement for events that occurred on and after the satisfaction date hereof and prior to the occurrence of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by such Liquidity Event as if such Exercise Price had been the Company in connection with this Article IIExercise Price on the date hereof.

Exercise. By notification to 4.01 During the Company within ten (10) days after period that the Offer Notice Option is givenexercisable, each Investor it may elect to purchase be exercised in full or otherwise acquirein part by Grantee or, at the price and on the terms specified in the Offer Noticeevent or Grantee's death, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied person or persons to whom the Option was transferred by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number will or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so electedprovisions of Section 9.03, or by the laws of descent and distribution, by delivering or mailing to the Secretary of Syntroleum written notice of the exercise specifying the number of Shares with respect to which the Option is being exercised. The closing written notice shall be signed by each person entitled to exercise the Option and shall specify the address and Social Security number of each such person. If any sale person other than Grantee purports to be entitled to exercise all or issuanceany portion of the Option, the written notice shall be accompanied by proof, satisfactory to Syntroleum, of that entitlement. 4.02 Subject to the provisions of Sections 4.03 and 4.04, the written notice shall be accompanied by full payment of the exercise price for the shares as applicableto which the Option is exercised either (i) in cash, (ii) in shares of Common Stock evidenced by certificates either endorsed or with stock powers attached transferring ownership to Syntroleum, with the aggregate Fair Market Value equal to said exercise price on the date the written notice is received by the Secretary, or (iii) in any combination of cash and such shares. 4.03 In lieu of payment of the exercise price by way of delivery of certificate(s) evidencing shares of Common Stock, Grantee may furnish a notarized statement executed by Grantee reciting the number of shares being purchased under the Option and the number of Syntroleum shares owned by Grantee which may be freely delivered as payment of all or a portion of the exercise price based on their Fair Market Value, all pursuant to rules adopted by and subject to the consent of the Compensation Committee (the "Committee"). Subject to the consent of the Committee, Grantee will be issued a certificate for new shares of Common Stock equal to the number of shares of Common Stock acquired by Grantee and described in the notarized statement. No shares of Common Stock shall be issued upon exercise of an Option until full payment has been made therefor. 4.04 In lieu of payment by Grantee in cash or in shares of Common Stock or by delivery of a notarized statement of ownership pursuant to Sections 4.02 and 4.03, Grantee may, pursuant to this Section 2.3 shall occur at rules adopted by the Committee, elect to pay all or part of the purchase price for the shares being purchased under the Option by requesting Syntroleum to reduce the number of shares remaining subject to the Option by the number of shares of Common Stock with a Fair Market Value sufficient to pay the exercise price. Any such time and on such date as election shall be determined made by delivering written notice thereof to Syntroleum, together with such information and documents as the Committee may prescribe, and shall be subject to approval by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IICommittee.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by the Registered Holder or otherwise acquireby the Registered Holder’s duly authorized attorney, at the price principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; provided however that this Warrant may in no circumstance be exercised until the Israeli Ministry of Health approves the execution of the Study Protocol (as defined in that certain Clinical Trial Agreement, dated as of February 17, 2010, by and on between the terms specified in Registered Holder, ▇▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and BrainStorm Cell Therapeutics Ltd., and as amended from time to time). (b) The Registered Holder may, at its option, elect to pay some or all of the Offer Notice, up to that Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) a fraction, the Investor’s Pro Rata Sharenumerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At the expiration of such ten (10) day periodtime, the Company person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (ord) As soon as practicable after the exercise of this Warrant in full or in part, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and which the number or principal amountRegistered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by such Registered Holder or otherwise acquireby such Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day perioda fraction, the Company numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, or the NASDAQ system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if applicableno such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall cause be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, or the NASDAQ system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such Intermediate Holding a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company toas provided in subsection 1(a) promptly above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and the number or principal amountwhich such Registered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification The Warrant may be exercised in the manner set out in (i) and (ii) below: (i) by the payment of the Exercise Price for each Warrant Share being purchased. The exercise price of the Common Stock under this Warrant shall be $0.75, subject to adjustment hereunder (the “Exercise Price”). or (ii) in lieu of paying cash for the Warrant Shares, exercise by an exchange, in whole or in part (a "Warrant Exchange") as noted in a duly executed Notice of Exercise electing a Warrant Exchange. In connection with any Warrant Exchange, the Holder shall be deemed to have paid for the Warrant Shares an amount equal to the Company within Fair Market Value of each Warrant delivered, and the Warrants shall be deemed exercised for the amount so paid. For this purpose, the Fair Market Value of each Warrant is the difference between the Market Value of a share of Common Stock and the Exercise Price on the Exercise Date. Market Value shall mean (i) if the Common Stock is listed on a national exchange or quoted on an over-the-counter market on which the Common Shares are then quoted for trading, the average closing bid price of a share of Common Stock during the ten (10) trading days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and ending on the terms specified Exercise Date and (ii) if the Common Stock is neither listed on a national exchange nor quoted on an over-the-counter market, the amount reasonably determined (the “Board Determination”) in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold good faith by the Companyboard of directors of the Company (the “Board”) subject to the remainder of this subsection. After a Board Determination, multiplied by (y) the Investor’s Pro Rata Share. At Board shall send to the expiration of such Holder a written statement setting forth in reasonable detail how it came to the Board Determination, and the Holder shall have ten (10) day period, business days after the Company shall (or, if applicable, shall cause transmittal of such Intermediate Holding Company to) promptly and statement to make known in writing any event within two (2) Business Days, in writing, notify each Investor electing objection to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise valuation and the number or principal amount, determination of Market Value as applicable, of New Securities that remain unsubscribed for determined by the Holder (such notice, an the “Oversubscription Offer NoticeHolder Determination”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within Within five (5) Business Days after business days of receipt of such a written objection, the satisfaction Board shall either submit a new determination in place of all Regulatory Approval Conditionsthe disapproved valuation or request a meeting with the Holder to discuss a mutually satisfactory valuation. Each electing Investor If within an additional period of five (5) business days, a substitute valuation has not been agreed to by the Board and the Holder, the Board shall duly execute submit the dispute between the Board and deliver any document reasonably requested the Holder to an investment banking firm or appraiser mutually acceptable to the Board and the Holder for resolution as soon as practicable. The determination of value by such investment banking firm or appraiser (the “Appraiser Determination”) shall be final and conclusive and binding on the Company and the Holder. If the Appraiser Determination is greater than or equal to the average of the Holder Determination and the Board Determination, the cost and expense of the investment banking firm or appraiser shall be ▇▇▇▇▇ by the Company in connection with this Article IIand otherwise it shall be ▇▇▇▇▇ by the Holder.

Exercise. By notification to (a) Except as set forth in subsection 1(b) below, this Warrant may be exercised by the Company within ten (10) days after Registered Holder in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase or otherwise acquireform appended hereto as Exhibit I duly executed by --------- such Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such New Securities number of shares of the Company's common stock, $0.001 par value (the `Common Stock"), as is then issuable upon conversion of the Series C Preferred (as to which equals this Warrant is exercisable) determined by dividing (i) the total Purchase Price payable in respect of the number of shares of Series C Preferred being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to Section 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of shares of Common Stock so purchasable pursuant to this method, then the number of shares of Common Stock so purchasable shall be equal to the total number of shares of Common Stock, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied shares of Common Stock purchasable by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day perioda fraction, the Company numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average last reported sale prices per share of Common Stock thereon over the thirty-day period the Exercise Date; or, if applicableno such price is reported on such date, such price on the next preceding business day. (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall cause be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such Intermediate Holding Company toa determination within the three-month period prior to the Exercise Date, then (A) promptly the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the Fair Market Value per share of Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. References in any event within two this Warrant to "Warrant Shares" shall include shares of Common Stock purchasable under this subsection (2b). (c) Business Days, in writing, notify each Investor electing Each exercise of this Warrant shall be deemed to purchase all have been effected immediately prior to the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) close of any other Investor’s failure to do likewise and business on the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification day on which this Warrant shall have been surrendered to the Company within ten as provided in subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (10d) days As soon as practicable after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase the exercise of this Warrant in whole or otherwise acquirein part the Company, at the same price and on the same term specified its expense, will cause to be issued in the Offer Noticename of, up and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes and subject to compliance with all applicable federal and state securities laws) may direct: (i) a portion certificate or certificates for the number of New Securities full Warrant Shares to which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor Registered Holder shall also be entitled to notify the Company of its election to purchase or otherwise acquireupon such exercise plus, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing lieu of any sale or issuancefractional share to which such Registered Holder would otherwise be entitled, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be cash in an amount determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, Registered Holder upon such exercise as applicable, pursuant to this Section 2.3 shall occur within five (5provided in subsection 1(a) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by such Registered Holder or otherwise acquireby such Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day perioda fraction, the Company numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if applicableno such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall cause be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such Intermediate Holding a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company toas provided in subsection 1(a) promptly above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and the number or principal amountwhich such Registered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. For purposes hereof, the Purchase Price shall be equal to $8.56375 per share. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing ti) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to Subsection l(c) below (the "Exercise Date") over the Purchase Price per share. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of the Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to Subsection l(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company within ten as provided in subsections l(a) and lib) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (10d) days As soon as practicable after the Offer Notice is givenexercise of this Warrant in full or in part, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and the number or principal amountwhich such Registered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIRegistered Holder upon such exercise.

Exercise. By notification (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 2(b) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to the preceding sentence with respect to the maximum number of Warrant Shares purchasable pursuant to this (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the day immediately preceding the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount determined by the Board of Directors to represent the fair market value per share of the Common Stock; and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly make such a determination and notify the Registered Holder of the Fair Market Value per share of Common Stock. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company within ten as provided in subsection 2(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 2(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (10d) days As soon as practicable after the Offer Notice is givenexercise of this Warrant in full or in part, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) at its expense, will cause to be issued in the Investor’s Pro Rata Share. At the expiration of such ten (10) day periodname of, and delivered to, the Company Registered Holder, or as such Holder may direct (it being understood that such issuance shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification be made without charge to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase Registered Holder for any issuance tax or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested cost incurred by the Company in connection with this Article II.such exercise and issuance, excluding any applicable transfer taxes): 4 5 (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 4 hereof; and

Exercise. By notification This Warrant may be exercised by the Holder hereof by surrendering it to the Company within ten Company, with an exercise notice, in the form attached hereto (10) days after the Offer Notice "Exercise Notice"), appropriately completed and duly executed, and by paying in full the Warrant Price for each full Warrant Share as to which this Warrant is given, each Investor may elect to purchase or otherwise acquire, exercised as follows (at the price and election of the Holder): (i) with respect to the exercise of this Warrant on a "cash basis", by wire transfer of immediately available funds, in good certified check or good bank draft payable to the order of the Company; provided, that the Holder provides the information on the terms specified Exercise Notice that is reasonably necessary for the Company to issue the Warrant Shares in compliance with U.S. federal securities law; (ii) with respect to the Offer Notice, up exercise of this Warrant on a "cashless basis" by surrendering this Warrant for that number of shares of Common Stock equal to that portion of such New Securities which equals the quotient obtained by dividing (x) the aggregate amount product of the number of shares of Common Stock underlying this Warrant or principal amountany portion thereof being exercised (at the election of the Holder), as applicable, of New Securities proposed to be offered and sold multiplied by the Company, multiplied difference between the Fair Market Value and the Warrant Price by (y) the Investor’s Pro Rata ShareFair Market Value. At "Fair Market Value" means (A) if at the expiration time of such ten (10) day periodexercise the Common Stock is listed or quoted for trading on the New York Stock Exchange, the Company shall (orNew York Stock Exchange, if applicablethe NYSE MKT, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Daysthe NASDAQ Global Select Market, in writingthe NASDAQ Global Market, notify each Investor electing to purchase all the New Securities available to it (each such InvestorNASDAQ Capital Market, a “Fully-Exercising Investor”) of OTC Bulletin Board or any other Investor’s failure to do likewise and the number national securities or principal amount, as applicable, of New Securities that remain unsubscribed for over-the-counter exchange (such noticeeach, an “Oversubscription Offer Notice”"Exchange"). By notification , then the average last sale price of a share of Common Stock for the ten trading days ending on the third trading day prior to the date on which notice of exercise of this Warrant is sent to the Company within ten (10the "Exercise Date"); or (B) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, if at the same price and time of exercise the Common Stock is not listed or quoted for trading on an Exchange, then the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicablefair market value, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company a share of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date Common Stock as shall be determined by the Board of Directors of the Company (the "Board") in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4good faith judgment; provided, however, that notwithstanding the foregoing, the issuance of shares of Common Stock or other securities upon the exercise of this Warrant shall be made without charge to the Holder for any issue in respect thereof; provided further, however if at any time the Common Stock is not a notice is given either by "covered security" under Section 18(b) of the Securities Act, the Company or by an Investor pursuant may, at its option, require the exercise of this Warrant to Section 2.5, the closing of be made on a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article II"cashless basis."

Exercise. By notification This Warrant may be exercised, in whole at any time or in part from time to time, commencing on ___________ and prior to 5:00 P.M., Eastern Standard Time on _______________, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Subsection 10(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant Exhibit 4.2 - Pg. 2 is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company within ten will (10a) days after issue a certificate or certificates in the Offer Notice name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is givenexercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, each Investor pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option (a) may elect pay in cash an amount equal to purchase or otherwise acquire, at the price and product of (i) the daily mean average of the Closing Price of a share of Common Stock on the terms specified in ten consecutive trading days before the Offer Notice, up to that portion Conversion Date and (ii) such fraction of such New Securities which equals a share or (xb) may issue an additional share of Common Stock. Upon exercise of the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day periodWarrant, the Company shall (or, if applicable, shall cause issue and deliver to the Holder certificates for the Common Stock issuable upon such Intermediate Holding Company to) promptly and in any event exercise within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each ten business days after such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise exercise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors person exercising shall be allocated among deemed to be the Fully-Exercising Investors electing to acquire in excess holder of their Pro Rata Share in accordance with record of the amounts so electedCommon Stock issuable upon such exercise. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as No warrant granted herein shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuanceexercisable after 5:00 p.m. Eastern Standard Time on _______ __, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article II____.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, at any time following the Offer Notice is givenVesting Date by surrendering this Warrant, each Investor may elect to with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or otherwise acquireby such Registered Holder’s duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full in cash, by certified or bank check, or by wire transfer of immediately available funds, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. At any time after March 7, 2007 that the Registration Statement (as defined in the Offer NoticePurchase Agreement) covering the resale of the Warrant Shares is not effective or is suspended, up or that the related prospectus is outdated, defective or requires a supplement or amendment for any reason, the Registered Holder may, at its option during such time, undertake a “cashless exercise” by electing to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the fair market value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(e) below, over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) a fraction, the Investor’s Pro Rata Sharenumerator of which shall be the Purchase Price per share and the denominator of which shall be the fair market value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(e) below. At Notwithstanding anything herein to the expiration contrary, on the termination date of such ten this Warrant, if the conditions set forth above for a cashless exercise then exist, this Warrant shall be automatically exercised via cashless exercise pursuant to this subsection 2(a). (10b) day periodIf on any date after the effectiveness of the Registration Statement, the closing price of the Common Stock, as quoted on the Nasdaq National Market, the Nasdaq Capital Market or the principal exchange on which the Common Stock is listed, or if not so listed then in the over-the-counter market as published in The Wall Street Journal, for 20 consecutive trading days equals at least $1.16 (subject to adjustment in the event of any subdivision, combination or reclassification affecting the Common Stock), the Company shall have the right, at its option and upon 30 days written notice to the Registered Holder, to terminate this Warrant; provided that (ori) the Vesting Date shall have occurred, if applicable(ii) the Registered Holder shall have the right to exercise this Warrant at any time prior to such termination pursuant to Section 2(a), and (iii) the Registration Statement shall cause be effective at all times during such Intermediate Holding Company to30-day notice period. Upon such termination, the Registered Holder shall have no further rights hereunder. The Registered Holder shall have the right to exercise the Warrant until the termination of the 30-day notice period, provided that such 30-day notice period terminates prior to March 7, 2011. (c) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing Each exercise of this Warrant shall be deemed to purchase all have been effected immediately prior to the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) close of any other Investor’s failure to do likewise and business on the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification day on which this Warrant shall have been surrendered to the Company as provided in subsection 2(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 2(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) In the event of any exercise of the rights represented by this Warrant, certificates for the Shares so purchased shall be delivered to the Registered Holder within ten (10) days after an Oversubscription Offer Notice is givena reasonable time and, each Fully-Exercising Investor may elect unless this Warrant has been fully exercised or has expired, a new Warrant representing the shares with respect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor this Warrant shall not have been exercised shall also be entitled issued to notify the Company Holder within such reasonable time. (e) For purposes of its election to purchase or otherwise acquirethis Warrant, at the same price and per share fair market value of the Company’s Common Stock shall mean: (i) If the Company’s Common Stock is publicly traded, the per share fair market value shall be the average of the closing prices of the Common Stock as quoted on the same term specified Nasdaq National Market, the Nasdaq Capital Market or the principal exchange on which the Common Stock is listed, or if not so listed then the fair market value shall be the average of the closing bid prices of the Common Stock in the Offer Noticeover-the-counter market as published in The Wall Street Journal, any additional New Securities, and if in each case for the Fully-Exercising Investors elect fifteen trading days ending five trading days prior to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuancedetermination of fair market value; (ii) If the Company’s Common Stock is not so publicly traded, the per share fair market value shall be such fair market value as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either determined in good faith by the Board of Directors of the Company or by an Investor pursuant to Section 2.5after taking into consideration factors it deems appropriate, including, without limitation, recent sale and offer prices of the closing capital stock of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIprivate transactions negotiated at arm's length.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or otherwise acquireby such Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 3(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day perioda fraction, the Company numerator of which shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all be the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise Purchase Price per share and the number or principal amount, as applicable, denominator of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess Fair Market Value per share of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, Common Stock as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date Exercise Date. (c) For purposes of initial sale or issuancethis Warrant, as applicable"Fair Market Value" shall mean, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver on any document reasonably requested by the Company in connection with this Article II.day:

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by such Registered Holder or otherwise acquireby such Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value (as defined below) per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the number of Warrant Shares minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) a fraction, the Investor’s Pro Rata Sharenumerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the trading day immediately preceding the Exercise Date. (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or quotation system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including, without limitation, a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof ) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (a) the Fair Market Value per share of Common Stock shall be amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At the expiration of such ten (10) day periodtime, the Company person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (ord) As soon as practicable after the exercise of this Warrant in full or in part, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and the number or principal amountwhich such Registered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification (a) Subject to the Company within ten (10) days after the Offer Notice is giventerms of this Agreement, each Investor Warrant holder shall have the right, which may elect be exercised until 5:00 p.m., New York City time on April 11, 2005 (the "Expiration Date"), to receive from the Borrower the number of fully paid and nonassessable Warrant Shares that the holder may at the time be entitled to receive in accordance herewith and with the Escrow Agreement upon the exercise of such Warrant and payment of the Exercise Price. Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. (b) A Warrant may be exercised upon surrender to the Borrower at its office designated for such purpose (the address of which is set forth in Section ------- 9.2 hereof) of the certificate or certificates evidencing the Warrants to be --- exercised with the form of election to purchase or otherwise acquire, at the price and on the terms specified reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the Offer NoticeUnited States of America or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, up Inc., ("NASD") and upon payment to that portion the Borrower of the Exercise Price as adjusted as herein provided, for the number of Warrant Shares in respect of which such New Securities which equals (x) Warrants are then exercised. Payment of the aggregate amount Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Borrower, (ii) through the surrender of preferred equity securities or indebtedness of the Borrower having a liquidation preference or principal amount, as applicablethe case may be, equal to the aggregate Exercise Price to be paid (the Borrower will pay the accrued interest or dividends on such surrendered debt or preferred equity securities in cash at the time of New surrender notwithstanding the stated terms thereof), (iii) by tendering Warrants having a fair market value equal to the Exercise Price or (iv) with any combination of (i), (ii) or (iii). For purpose of clause (iii) above, the fair market value of the Warrants shall be determined as follows: (A) to the extent the Common Stock is publicly traded and listed on the Nasdaq National Securities Market or a national securities exchange, the fair market value shall be equal to the difference between (1) the Quoted Price of the Common Stock on the date of exercise and (2) the Exercise Price; or (B) to the extent the Common Stock is not publicly traded, or otherwise is not listed on a national securities exchange, the fair market value shall be equal to the value per Warrant as determined in good faith by the Board of Directors of the Borrower pursuant to Section 6.16. ------------ (c) Subject to the provisions of Section 4.1 hereof, upon such surrender ----------- of Warrants and payment of the Exercise Price, the Borrower shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 7.1; ----------- provided, however, that if any consolidation, merger or lease or sale of assets is proposed to be offered and sold effected by the CompanyBorrower as described in Section 6.15 hereof, multiplied by (y) ------------ or a tender offer or an exchange offer for shares of Common Stock of the Investor’s Pro Rata Share. At Borrower shall be made, upon such surrender of Warrants and payment of the expiration of such ten (10) day periodExercise Price as aforesaid, the Company shall (orBorrower shall, if applicableas soon as possible, shall cause such Intermediate Holding Company to) promptly and but in any event within not later than two Business Days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 7.1. Such certificate or certificates shall be deemed to have been ----------- issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. (2d) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquireThe Warrants shall be exercisable, at the same price and on election of the same term specified holders thereof, either in full or, from time to time, in part and, in the Offer Notice, up to event that a portion certificate evidencing Warrants is exercised in respect of New Securities which equals (x) fewer than all of the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and Warrant Shares issuable on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and exercise at any time prior to the date of initial sale expiration of the Warrants, a new certificate evidencing the remaining Warrant or issuance, as applicable, of New Securities Warrant will be issued and delivered pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing provisions of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction and of all Regulatory Approval ConditionsSection 1.2 hereof. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article II.-----------

Exercise. By notification This Warrant may be exercised by the holder hereof in whole or in part (but not as to fractional shares of Common Stock) by the surrender of this Warrant and delivery of an executed Notice of Exercise in the form appended hereto duly executed by such holder to the Company at its principal office at any time or times within ten (10) days after the Offer Notice period specified above, accompanied by payment for the Common Stock as to which this Warrant is givenbeing exercised by wire transfer to an account designated by the Company or by certified or bank check. In the event of a partial exercise of this Warrant, each Investor this Warrant will be canceled and the Company will deliver a new Warrant of like tenor representing the balance of the shares of Common Stock purchasable hereunder. Alternatively, the holder hereof may elect to purchase exercise the rights represented by this Warrant in whole or otherwise acquirein part (but not as to fractional shares of Common Stock) by the surrender of this Warrant and delivery of an executed Notice of Exercise specifying that the value (as determined below) of this Warrant shall be the consideration for the shares of Common Stock, in which event the Company shall issue to the holder a number of shares of Common Stock computed using the following formula: Where: X = the number of shares of Common Stock to be issued to the holder; Y = the number of shares of Common Stock issuable upon exercise of this Warrant on the date of delivery of the Notice of Exercise; A = the current fair market value of one share of Common Stock; and B = the Warrant Price. As used herein, current fair market value of the Common Stock shall mean the numerical average of the fair market value per share of Common Stock over a period of 21 days consisting of the day on which the Notice of Exercise is received by the Company and the 20 consecutive business days prior to such day. The fair market value per share of Common Stock for any day shall mean the average of the closing prices of the Company's Common Stock sold on all securities exchanges on which the Common Stock may at the price and time be listed or as quoted on the terms specified Nasdaq system, or, if there have been no sales on any such exchange or any such quotation on any day, the average of the highest bid and lowest asked prices on all such exchanges or such Nasdaq system at the end of such day, or, if on any day the Common Stock is not so listed, the average of the representative bid and asked prices quoted in the Offer NoticeNasdaq system as of 4:00 p.m., up to that portion New York City time, or, if on any day the Common Stock is not quoted in the Nasdaq system, the average of the highest bid and lowest asked price on such New Securities day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization. If at any time the Common Stock is not listed on any securities exchange or quoted in the Nasdaq system or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which equals the Company could obtain from a willing buyer (xnot a current employee or director) the aggregate amount or principal amount, as applicable, for shares of New Securities proposed to be offered and Common Stock sold by the Company, multiplied from authorized but unissued shares, as determined in good faith by (y) the Investor’s Pro Rata ShareBoard of Directors of the Company. At Notwithstanding the expiration of such ten (10) day periodforegoing, if the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and engage in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amountan Acquisition Transaction, as applicabledefined below, the current fair market value of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification the Common Stock shall be determined with reference to the value ascribed to the Company within ten by the terms of the Acquisition Transaction. An "Acquisition Transaction" is (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (xi) the aggregate amount closing of the sale of all or principal amount, as applicable, substantially all of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the assets of the Company of its election or (ii) a consolidation or merger or other business combination to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire which more than 50% of the total number or principal amount, as applicable, equity ownership of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretioncalculated on a fully-diluted basis) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIhas been transferred.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by the Registered Holder or otherwise acquireby the Registered Holder’s duly authorized attorney, at the price principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; provided however that this Warrant may in no circumstance be exercised until the Israeli Ministry of Health approves the execution of the Study Protocol (as defined in that certain Clinical Trial Agreement, dated as of February 17, 2010, by and on between the terms specified in Registered Holder, P▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and BrainStorm Cell Therapeutics Ltd., and as amended from time to time). (b) The Registered Holder may, at its option, elect to pay some or all of the Offer Notice, up to that Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) a fraction, the Investor’s Pro Rata Sharenumerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At the expiration of such ten (10) day periodtime, the Company person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (ord) As soon as practicable after the exercise of this Warrant in full or in part, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and which the number or principal amountRegistered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification Rights may be exercised at any time during the Offering Period upon the terms and conditions set forth in the Prospectus and in this Agreement. (a) Rights may be exercised by completing and executing the exercise portion of the Subscription Certificate and delivering it to the Company within ten Subscription Agent along with payment of the Subscription Price for the aggregate number of Common Shares subscribed prior to 5:00 p.m. Eastern Standard Time on the Expiration Date. (10b) days A subscription will be accepted by the Subscription Agent if, prior to 5:00 p.m. Eastern Standard Time on the Expiration Date, the Subscription Agent has received full payment for the Common Shares and a notice of guaranteed delivery guaranteeing delivery of a properly completed and executed Subscription Certificate. The Subscription Agent will not honor a notice of guaranteed delivery unless a properly completed and executed Subscription Certificate is received by the Subscription Agent by the close of business on the third business day after the Offer Notice Expiration Date. (c) The Subscription Price shall be paid in United States dollars, by: (i) bank draft drawn upon a United States bank or a postal, telegraphic or express money order payable to the Subscription Agent or (ii) wire transfer of funds to the account maintained by the Subscription Agent for such purpose: ___________________ Bank, ABA No. ____________, A/C __________________. (d) Once a Registered Holder has exercised Rights, such exercise may not be revoked or rescinded. (e) If a Registered Holder does not specify the number of Rights being exercised on the Subscription Certificate, or if the payment by the Registered Holder is givennot sufficient to pay the total purchase price for all of the Common Shares that the Registered Holder indicated on the Subscription Certificate, each Investor may elect the Registered Holder will be deemed to have exercised the maximum number of Rights that could be exercised for the amount of the payment that it delivered to the Subscription Agent. (f) If the Registered Holder's payment exceeds the Subscription Price for all the Rights shown on its Subscription Certificate, its payment will be applied, until depleted, to subscribe for Common Shares in the following order: (i) to subscribe for the number of Common Shares, if any, that such Registered Holder indicated on the Subscription Certificate that it wished to purchase or otherwise acquire, at through its Basic Rights; (ii) to subscribe for Common Shares until its Basic Rights have been fully exercised and (iii) to subscribe for additional Common Shares pursuant to such Registered Holder's Over-subscription Rights. Any excess payment remaining after the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to foregoing allocation will be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification returned to the Company within ten (10) days after an Oversubscription Offer Notice is givenRegistered Holder as soon as practicable by mail, each Fully-Exercising Investor may elect to purchase without interest or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIdeduction.

Exercise. By notification Upon exercise of this Warrant, the Holder shall pay to the Company within ten (10) days after an amount equal to the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion product of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, Exercise Price multiplied by (y) the Investor’s Pro Rata Sharetotal number of Warrant Shares purchased pursuant to this Warrant, by wire transfer or cashier's check payable to the order of the Company. At The Holder shall be deemed to have become the expiration holder of record of, and shall be treated for all purposes as the record holder of, the Warrant Shares represented thereby (and such Warrant Shares shall be deemed to have been issued) immediately prior to the close of business on the date upon which this Warrant is exercised. Notwithstanding the foregoing, the Holder shall have the right (the "RIGHT OF CASHLESS EXERCISE"), at its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the Notice of Cashless Exercise to retain, in payment of the Exercise Price, that number of Warrant Shares that have an aggregate Fair Market Value (as defined below) equal to the Exercise Price (the "PAYMENT SHARES") from the number of Warrant Shares as to which this Warrant is then being exercised. In the event the Holder elects to exercise its Right of Cashless Exercise, the Holder shall surrender this Warrant pursuant to the terms and conditions herein, together with the Notice of Exercise attached hereto, duly executed, and the Payment Shares shall be deducted from the Warrant Shares to be delivered to the Holder. "FAIR MARKET VALUE" means, as of any date, (i) if Warrant Shares are listed on a national securities exchange, the average of the closing sale price per share therefor on the securities exchange on which the greatest average volume of such shares are traded over the last ten (10) day periodtrading days before such date, (ii) if such shares are listed on The Nasdaq National Market but not on any national securities exchange, the Company shall (oraverage of the average of the closing bid and asked prices per share therefor over The Nasdaq National Market, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all for the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within last ten (10) trading days after an Oversubscription Offer Notice is givenbefore such date, each Fully-Exercising Investor may elect to purchase (iii) if such shares are not listed on either a national securities exchange or otherwise acquireThe Nasdaq National Market, at the same price average of the closing bid and on the same term specified asked prices per share therefor in the Offer Noticeover the counter market over the last twenty (20) trading days before such date or, up to a portion (iv) if no such sales or bid and asked prices are available, the fair market value of New Securities which equals (x) the aggregate amount or principal amountCompany per share of outstanding Common Stock as of such date, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified determined in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined good faith by the Company (in its sole discretion) within the earlier Board of ninety (90) days Directors of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IICompany.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by the Registered Holder or otherwise acquireby the Registered Holder’s duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) a fraction, the Investor’s Pro Rata Sharenumerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At the expiration of such ten (10) day periodtime, the Company person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (ord) As soon as practicable after the exercise of this Warrant in full or in part, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and which the number or principal amountRegistered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification (a) Payment may be made either in (i) cash or by certified or official bank check payable to the order of the Company within ten equal to the applicable aggregate Exercise Price, (10ii) days after by delivery of the Offer Notice Warrant, Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is givengreater than the Exercise Price (at the date of calculation as set forth below), each Investor in lieu of exercising this Warrant for cash, the Holder may elect to purchase receive shares equal to the value (as determined below) of this Warrant (or otherwise acquire, the portion thereof being exercised) by surrender of this Warrant at the price and on principal office of the terms specified Company together with the properly endorsed Exercise Notice in which event the Offer NoticeCompany shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to beissued to the Holder Y= the number of shares of Common Stock purchasable under the Warrant or, up to that if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such New Securities which equals (xcalculation) A= the aggregate amount or principal amount, as applicable, Fair Market Value of New Securities proposed to be offered and sold by one share of the Company, multiplied by 's Common Stock (y) at the Investor’s Pro Rata Share. At the expiration date of such ten calculation) B= Exercise Price (10) day periodas adjusted to the date of such calculation) 3. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC. 3.1. REORGANIZATION, CONSOLIDATION, MERGER, ETC. In case at any time or from time to time, the Company shall (ora) effect a reorganization, if applicable(b) consolidate with or merge into any other person, shall cause such Intermediate Holding Company toor (c) promptly and in transfer all or substantially all of its properties or assets to any event within two (2) Business Daysother person under any plan or arrangement contemplating the dissolution of the Company, then, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amountcase, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification a condition to the Company within ten (10) days after an Oversubscription Offer Notice is givenconsummation of such a transaction, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price proper and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors adequate provision shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined made by the Company (whereby the Holder of this Warrant, on the exercise hereof as provided in its sole discretion) within Section 1 at any time after the earlier consummation of ninety (90) days such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, shall receive, in lieu of the date that the Offer Notice is given and the date of initial sale Common Stock (or issuance, as applicable, of New Securities pursuant Other Securities) issuable on such exercise prior to Section 2.4; provided, that if a notice is given either by the Company such consummation or by an Investor pursuant to Section 2.5such effective date, the closing of a sale stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with such dissolution, as the case may be, if such Holder had so exercised this Article IIWarrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by such Registered Holder or otherwise acquireby such Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant 2 exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Capital Stock as of the effective date of exercise, as determined pursuant to subsection 1(d) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day perioda fraction, the Company numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Capital Stock as of the Exercise Date. The Fair Market Value per share of Capital Stock shall be determined as follows: (i) If the Capital Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Capital Stock shall be deemed to be the last reported sale price per share of Capital Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Capital Stock shall be determined pursuant to clause (ii)). (ii) If the Capital Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Capital Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Capital Stock; and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Capital Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Capital Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Capital Stock, (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) The Registered Holder may, at its option, when permitted by law and applicable regulations (including the rules of the Nasdaq National Market and the National Association of Securities Dealers, Inc. ("NASD")), elect to pay some or all of the Purchase Price payable upon the exercise of this Warrant through a "same day sale" commitment from the Registered Holder (and, if applicable, a broker-dealer that is a member of NASD ("NASD Dealer")), whereby the Registered Holder irrevocably elects to exercise this Warrant and to sell at least that number of Warrant Shares so purchased to pay the aggregate Purchase Price (and up to all of the Warrant Shares so purchased) and the Registered Holder (or, if applicable, shall cause such Intermediate Holding Company tothe NASD Dealer) promptly and in any event within two commits upon sale (2) Business Daysor, in writingthe case of the NASD Dealer, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”upon receipt) of any other Investor’s failure such Warrant Shares to do likewise and forward the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification aggregate Purchase Price directly to the Company within ten (10) days after an Oversubscription Offer Notice is givenCompany, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, with any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire proceeds in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by aggregate Purchase Price being for the Company (in its sole discretion) within the earlier of ninety (90) days benefit of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIRegistered Holder.

Exercise. By notification The Warrant evidenced hereby shall become exercisable as to shares of the Common Stock on <<Exercise Date>> and shall terminate at 5:00 p.m., California time, on <<Expiration Date>> (the "Expiration Date"), provided, however, that in no event may any fractional share of the Common Stock be issued. In the event that a fractional share would otherwise be issued as a result of any adjustment made pursuant to Section 3 hereof or otherwise, payment of such fractional share shall be made on the basis of the Market Price on the date of exercise. For the purpose of this Section 1, the term "Market Price" shall mean (a) if the Common Stock is traded on a national securities exchange or on The Nasdaq Stock Market, Inc., the closing sales price (or, if no sales on that day, the high bid price) or (b) if the Common Stock is not traded as provided in subsection (a), the closing bid price as reported in the OTC Bulletin Board of the National Association of Securities Dealers, Inc. or in the pink sheets as reported by an organization performing the services previously furnished by the National Quotation Bureau, Inc. Upon any exercise of the Warrant evidenced hereby, the form of election to purchase set forth as Exhibit A hereto shall be properly completed, executed, and delivered to the Company, together with (a) a certified check, bank draft, or wire transfer in full payment to the Company within ten of the Purchase Price for the shares as to which the Warrant is exercised or (10b) days after authorization from the Offer Notice Warrant Holder to the Company to retain from the total number of shares of the Common Stock as to which the Warrant is given, each Investor may elect to purchase or otherwise acquire, at exercised that number of shares having an average Market Price over the price and two-week period ending on the terms specified in date of exercise equal to the Offer Notice, up product of the Purchase Price and the total number of shares as to that portion of such New Securities which equals the Warrant is exercised (x) the aggregate amount or principal amount, as applicable, of New Securities proposed any balance to be offered paid as set forth in (a) above). In the event that there is only a partial exercise of the Warrant evidenced hereby, there shall be issued to the Warrant Holder a new Warrant Certificate, in all respects similar to this Warrant Certificate, evidencing the number of shares of the Common Stock still available for exercise. Upon receipt of full payment and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day periodproperly completed documentation, the Company shall (orthen cause the Transfer Agent for the Common Stock to issue fully paid and nonassessable shares of the Common Stock as are represented by the exercise. If this Warrant shall be surrendered upon exercise within any period during which the transfer books for the Common Stock are closed for any purpose, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect shall not be required to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion make delivery of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available certificates for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days shares of the date that the Offer Notice is given and Common Stock until the date of initial sale or issuancethe reopening of said transfer books. Expiration Date The Warrant evidenced hereby may not be exercised after the Expiration Date with respect to the shares of the Common Stock as to which the Warrant may be exercised and, to the extent the Warrant has not exercised as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either any such shares by the Company or by an Investor pursuant to Section 2.5Expiration Date, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 Warrant evidenced hereby shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIbecome void.

Exercise. By notification Subject to the terms hereof, the Warrants evidenced by this Warrant Certificate may be exercised at the Exercise Price in whole or in part at any time during the period (the "Exercise Period") commencing on June 18, 1997 and terminating at 5:00 p.m., Central standard time, on April 30, 2002 (the "Expiration Date"). The Exercise Period may be extended by the Company's Board of Directors. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender to the Company within ten (10) days after at its principal offices of this Warrant Certificate with the Offer Notice is given, each Investor may elect exercise form attached hereto completed and executed by the Registered Holder and accompanied by payment to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied in cash or by check (ywhich shall be accepted subject to collection), of an amount equal to the aggregate Exercise Price for the Warrants being exercised, in lawful money of Canada. The person entitled to receive the Shares issuable upon exercise of a Warrant or Warrants ("Warrant Shares") shall be treated for all purposes as the Investor’s Pro Rata Share. At the expiration holder of such ten (10) day periodWarrant Shares as of the close of business on the Exercise Date. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash with respect thereto, and such right to a fractional share shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the Company number of full Shares which shall (orbe issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Promptly, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Daysten business days after the Exercise Date, in writing, notify each Investor electing the Company shall cause to purchase all be issued and delivered to the New Securities available person or persons entitled to it (each such Investorreceive the same, a “Fully-Exercising Investor”) certificate or certificates for the number of Warrant Shares deliverable on such exercise. The Company may deem and treat the Registered Holder of the Warrants at any other Investor’s failure to do likewise time as the absolute owner thereof for all purposes, and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification Company shall not be affected by any notice to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so electedcontrary. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 Warrants shall occur at such time and on such date as shall be determined by not entitle the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article II.Registered

Exercise. By notification (a) Charitable Benefit Warrants in denominations of one or whole number multiples thereof may be exercised only by an Approved Qualified Charitable Organization (as set forth on the listing of such organizations described in Section 9 hereof) which is the Registered Holder thereof commencing at any time or in part from time to time, but not after the Warrant Expiration Date, upon the terms and subject to the Company within ten (10) days conditions set forth herein and in the applicable Warrant Certificate. A Charitable Benefit Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the 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 close of business on the Exercise Date. If Charitable Benefit Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Approved Qualified Charitable Organization Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly Exercise Date and in any event within two (2) Business Daysfive business days after such date, in writingif one or more Charitable Benefit Warrants have been exercised, notify each Investor electing the Warrant Agent on behalf of the Company shall cause to purchase all be issued to the New Securities available person or persons entitled to it (each such Investorreceive the same, a “Fully-Exercising Investor”) 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 other Investor’s failure to do likewise one or more Charitable Benefit 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 or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification other amounts in cash or by check made payable to the order of the Company, equal to the Exercise Price, to be deposited promptly in the Company's bank account. (b) The Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase shall not issue fractional shares on the exercise of Charitable Benefit Warrants. If one or otherwise acquire, more Charitable Benefit Warrants shall be presented for exercise in full at the same price and time by the same Approved Qualified Charitable Organization Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the same term specified in basis of the Offer Notice, aggregate number of shares purchasable on exercise of the Charitable Benefit Warrants so presented and any fraction of a share shall be rounded up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IInext whole share.

Exercise. By notification (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling all or a portion of this Warrant. If the Registered Holder wishes to exercise this Warrant by this method, the number of Warrant Shares purchasable (which shall in no event exceed the total number of Warrant Shares purchasable under this Warrant as set forth above), subject to adjustment under Section 2 of this Warrant), shall be determined as follows: X=Y[(A-B)/A]; where X=the number of Warrant Shares to be issued to the Holder. Y=the number of Warrant Shares with respect to which this Warrant is being exercised (which shall be cancelled upon exercise of this Warrant). A=the Fair Market Value of one share of Common Stock. B=the Purchase Price of one share of Common Stock. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, The NASDAQ National Market, The NASDAQ SmallCap Market or another nationally recognized trading system (including, without limitation, the OTC Bulletin Board or any successor and, if the average daily trading volume for the Company's common stock for the preceding 10 days has been at least 100,000 shares, the Pink Sheets) as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, The NASDAQ National Market or another nationally recognized trading system as of the Exercise Date in accordance with the foregoing paragraph, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including, without limitation, a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company within ten as provided in subsection 1(a) above accompanied by payment in full of the Purchase Price (10the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) days below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the Offer Notice is givenexercise of this Warrant in full or in part, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after thereafter (as the satisfaction term "Business Day" is defined below), the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of all Regulatory Approval Conditions. Each electing Investor any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall duly execute and deliver be entitled upon such exercise plus, in lieu of any document reasonably requested by fractional share to which the Company Registered Holder would otherwise be entitled, cash in connection with this Article IIan amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of remaining Warrant Shares.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by such Registered Holder or otherwise acquireby such Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) a fraction, the Investor’s Pro Rata Sharenumerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. At The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the expiration Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (iii) In the event that the Registered Holder disagrees with the Fair Market Value per share determined by the Board of Directors pursuant to paragraph (ii) above, the Registered Holder shall notify the Company of such ten disagreement within five (105) day periodbusiness days of receipt of notice of the Fair Market Value determination. If the Company and the Registered Holder cannot reach agreement on the Fair Market Value within thirty (30) days of the Company's receipt of such notification, the Company shall select an investment banker of national reputation, reasonably acceptable to the Registered Holder, who shall determine the Fair Market Value per share of the Common Stock. If either party disagrees with such valuation, the matter shall be submitted to arbitration before a panel of arbitrators selected in accordance with the commercial rules of the American Arbitration Association (orthe "Arbitration Panel"). The Arbitration Panel shall determine the Fair Market Value per share of the Common Stock and such determination shall be binding upon both parties. The proceedings of the Arbitration Panel shall be held, if applicableand any determination of the Arbitration Panel shall be deemed to have been made, in Northern Virginia. All questions of law shall cause be decided in accordance with the laws of the Commonwealth of Virginia. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above. At such Intermediate Holding Company totime, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) promptly below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and the number or principal amountwhich such Registered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by the Registered Holder or otherwise acquireby the Registered Holder’s duly authorized attorney, at the price principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; provided however that this Warrant may in no circumstance be exercised until the enrollment of all patients into the Study (as defined in that certain Clinical Trial Agreement, dated as of February 17, 2010, by and on between the terms specified in Registered Holder, ▇▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and BrainStorm Cell Therapeutics Ltd., and as amended from time to time). (b) The Registered Holder may, at its option, elect to pay some or all of the Offer Notice, up to that Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) a fraction, the Investor’s Pro Rata Sharenumerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At the expiration of such ten (10) day periodtime, the Company person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (ord) As soon as practicable after the exercise of this Warrant in full or in part, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and which the number or principal amountRegistered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification (a) Exercising Rights Holders may acquire Depositary Units and Preferred Units pursuant to Basic Subscription Rights and the Over-Subscription Privilege by delivery to the Company Agent as specified in the Prospectus of (i) the Subscription Certificate with respect thereto, duly executed by such Unitholder in accordance with and as provided by the terms and conditions of the Subscription Certificate, together with (ii) the purchase price of $ __________ for each four Depositary Units and one Preferred Unit subscribed for by exercise of Basic Subscription Rights and the Over-Subscription Privilege, in U.S. dollars by money order or check drawn on a bank in the United States, in each case payable to the order of the Agent for the account of the Partnership. (b) Rights may be exercised at any time after the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. New York time on the Expiration Date. For the purpose of determining the time of the exercise of any Rights, (c) Notwithstanding the provisions of Section 4(a) and 4(b) regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 p.m. New York time on the Expiration Date, if prior to such time the Agent receives a Notice of Guaranteed Delivery from a bank, a trust company or a New York Stock Exchange member guaranteeing delivery of (i) payment of the full Subscription Price for the Depositary Units and Preferred Units subscribed for pursuant to the exercise of Basic Subscription Rights and any additional Preferred Units and Depositary Units subscribed for pursuant to the Over-Subscription Privilege and (ii) a properly completed and executed Subscription Certificate, then such exercise of Basic Subscription Rights and the Over-Subscription Privilege shall be regarded as timely, subject, however, to receipt of the duly executed Subscription Certificate and full payment for the Depositary Units and Preferred Units by the Agent within ten (10) five business days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at Expiration Date (the price and on "Protect Period"). (d) Within seven business days following the terms specified in end of the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day periodProtect Period, the Company Agent shall send to each Exercising Rights Holder (or, if Depositary Units on the Record Date are held by Cede & Co. or any other depository or nominee, to Cede & Co. or such other depository or nominee) the certificates representing the Depositary Units and Preferred Units acquired pursuant to the Basic Subscription Rights, and, if applicable, shall cause such Intermediate Holding Company to) promptly the Over-Subscription Privilege. Any excess payment to be refunded by the Partnership to an Exercising Rights Holder who is not allocated the full amount of Depositary Units and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed Preferred Units subscribed for (such notice, an “Oversubscription Offer Notice”). By notification pursuant to the Company within ten (10) days after an Oversubscription Offer Notice is givenOver-Subscription Privilege, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined mailed by the Company (in its sole discretion) Agent to him or her within seven business days following the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIProtect Period.

Exercise. By notification This Warrant may be exercised, in whole at any time or in part from time to time, commencing on November 30, 1999 and prior to 5:00 P.M., Eastern Standard Time on November 30, 2001, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company within ten will (10a) days after issue a certificate or certificates in the Offer Notice name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is givenexercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, each Investor pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may elect (a) pay in cash an amount equal to purchase or otherwise acquire, at the product of (i) the daily mean average of the closing price and of a share of Common Stock on the terms specified in ten consecutive trading days before the Offer Notice, up to that portion conversion date and (ii) such fraction of such New Securities which equals a share or (xb) issue an additional share of Common Stock. Upon exercise of the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day periodWarrant, the Company shall (or, if applicable, shall cause issue and deliver to the Holder certificates for the Common Stock issuable upon such Intermediate Holding Company to) promptly and in any event exercise within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each ten business days after such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise exercise and the number or principal amount, as applicable, person exercising shall be deemed to be the holder of New Securities that remain unsubscribed for (record of the Common Stock issuable upon such notice, an “Oversubscription Offer Notice”)exercise. By notification to the Company within ten (10) days No warrant granted herein shall be exercisable after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and 5:00 p.m. Eastern Standard Time on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days second anniversary of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article II.

Exercise. By notification (a) At the sole discretion of the Holder, this Warrant may be exercised by the Holder hereof from the Exercise Date until the Expiration Date as to part or all of the Warrant Shares. The Holder may exercise the Warrant by surrender of this Warrant and the Notice of Exercise attached hereto as Exhibit A, duly completed and executed on behalf of the Holder, at the office of the Company, 2▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other address as the Company shall designate in a written notice to the Holder hereof, together with a certified check payable to the Company for the aggregate Exercise Price of the shares of Series C Preferred Stock so purchased. (b) In lieu of paying the exercise price pursuant to Section 4(a) above, the Holder may exercise the Warrant via cashless exercise by converting the Warrant, in whole or in part (the “Conversion Right”), into Warrant Shares. To exercise the Conversion Right, the Holder shall surrender to the Company this Warrant and the Notice of Exercise attached hereto, duly completed and executed by the Holder to evidence the exercise of the Conversion Right. Upon exercise of the Conversion Right, the Company shall deliver to the Holder a certificate(s) representing that number of Warrant Shares which is equal to the quotient obtained by dividing (x) the value of the portion of the Warrant being converted at the date the Conversion Right is exercised (determined by subtracting (A) the aggregate Exercise Price relating to the portion of the Warrant being converted calculated immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the portion of the Warrant being converted (determined on the basis of the fair market value per share of that number of Warrant Shares purchasable upon exercise of such portion of the Warrant immediately prior to the exercise of the Conversion Right)), by (y) the fair market value per share of one share of Series C Preferred Stock on the date of exercise of the Conversion Right. For purposes of this calculation, the fair market value per share of Series C Preferred Stock shall be: (i) if a public market for the Series C Preferred Stock exists at the time of such exercise, the average of (A) the closing bid and asked prices of the Series C Preferred Stock quoted in the Over-The-Counter Market Summary or (B) the last reported sale price of the Series C Preferred Stock or the closing price quoted on the Nasdaq National Market or on any exchange on which the Series C Preferred Stock is listed, whichever is applicable, as published in The Wall Street Journal for the five (5) trading days prior to the date of determination of fair market value; or (ii) if there is no public market for the Series C Preferred Stock, determined by the Company’s Board of Directors in good faith. Any references in this Warrant to the “exercise” of any Warrants, and the use of the term “exercise” herein, shall be deemed to include (without limitation) any exercise of the Conversion Right. (c) Upon exercise of this Warrant as aforesaid, the person entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on the date of exercise. As promptly as practicable on or after such date, and in any event within ten (10) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day periodthereafter, the Company shall execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Warrant Shares for which this Warrant is being exercised (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in net of any event within two (2) Business DaysWarrant Shares applied upon exercise of the Conversion Right), in writingsuch names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Warrant Shares, notify each Investor electing the Company, at its expense, will issue to purchase all the New Securities available Holder a new Warrant covering the number of Warrant shares with respect to it (each which this Warrant shall not have been exercised, which new Warrant shall be identical to this Warrant except for the number of shares and date of issuance. If upon exercise of this Warrant, the Holder would be entitled to acquire a fractional share of the Series C Preferred Stock, such Investorfractional share shall be disregarded, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification shares subject to this Warrant shall be rounded down to the Company within ten (10) days after an Oversubscription Offer Notice is givennext lower number of shares, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at and the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor Holder shall also be entitled to notify receive from the Company a cash payment equal to the product of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then per share Exercise Price multiplied by such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so electedfraction. The closing Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any sale or issuance, as applicable, pursuant to Warrant Shares upon exercise of this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIWarrant.

Exercise. By notification Rights may be exercised at any time during the Offering Period upon the terms and conditions set forth in the Prospectus and in this Agreement. (a) Rights may be exercised by completing and executing the exercise portion of the Subscription Certificate and delivering it to the Company within ten Subscription Agent along with payment of the Subscription Price for the aggregate number of Series A Preferred Shares subscribed for prior to the Expiration Time. (10b) days A subscription will be accepted by the Subscription Agent if, prior to the Expiration Time, the Subscription Agent has received (i) payment of the full Subscription Price for the Series A Preferred Shares subscribed for in the Basic Subscription and any additional Series A Preferred Shares subscribed for pursuant to the Oversubscription Privilege (for Record Date Stockholders), and (ii) a Notice of Guaranteed Delivery by facsimile (telecopy) or otherwise from a bank, trust company, New York Stock Exchange member or member of another national securities exchange guaranteeing delivery of a properly completed and executed Subscription Certificate. The Subscription Agent will not honor a Notice of Guaranteed Delivery unless a properly completed and executed Subscription Certificate is received by the Subscription Agent by the close of business on the third New York Stock Exchange trading day after the Offer Notice is givenExpiration Time. (c) The Subscription Price shall be paid in United States dollars, each Investor by (i) check or draft drawn on a United States bank, or an postal, telegraphic or express money order payable to the Subscription Agent, or (ii) by wire transfer of same day funds to an account maintained by the Subscription Agent for the purpose of accepting subscriptions the Chase Manhattan Bank, Account No. 323-062547 (Transmedia Network Inc.); ABA No. ▇▇▇▇▇▇▇▇▇. (d) Once a Registered Holder has exercised Rights, such exercise may elect to purchase not be revoked or otherwise acquire, at rescinded. (e) If a Registered Holder does not indicate the price and on the terms specified number of Rights being exercised in the Offer NoticeBasic Subscription, up to that portion or does not deliver full payment of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and Subscription Price for the number or principal amount, of shares indicated as applicable, being subscribed through the exercise of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified Rights in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchaseBasic Subscription, then such New Securities Registered Holder will be deemed to have exercised Rights to purchase the maximum number of Series A Preferred Shares determined by dividing the total Subscription Price paid by the Subscription Price per share, but not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share the number of Series A Preferred Shares such holder may purchase through the exercise of Rights in accordance with the amounts so elected. The closing Basic Subscription. (f) If a Registered Holder does not indicate the number of any sale Rights being exercised or issuancethe number of Series A Preferred Shares such holder wishes to purchase through the Oversubscription Privilege, as applicablebut submits payment for more shares than may be purchased through the exercise of such Registered Holder's Rights in the Basic Subscription, pursuant the excess payment received from such Registered Holder will be deemed to this Section 2.3 shall occur at such time and on such date as shall be a subscription payment for a number of additional Series A Preferred Shares in the Oversubscription Privilege determined by dividing the Company (in its sole discretion) within the earlier amount of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either such excess payment by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IISubscription Price per share.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by the Registered Holder or otherwise acquireby the Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States (except to the extent contemplated by Section 1(b) below), up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) a fraction, the Investor’s Pro Rata Sharenumerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon for the trading day immediately preceding the Exercise Date, provided that if no such price is reported on such days, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At the expiration of such ten (10) day periodtime, the Company person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (ord) As soon as practicable after the exercise of this Warrant in full or in part, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and which the number or principal amountRegistered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification (a) Each Subscription Certificate shall be transferable and shall, its having been exercised by the holder thereof in the manner set forth in the Prospectus, become irrevocable after receipt of payment for shares by the Agent. The Agent shall, in its capacity as Transfer Agent for the Fund maintain a register of Subscription Certificates and the Record Date Shareholders. Each Subscription Certificate shall, subject to the Company within ten provisions thereof, entitle the holder thereof to the right (10the "Primary Subscription Right") days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquireduring the Primary Subscription, as defined in the Prospectus, at the price Subscription Price, as defined in the Prospectus, one share of Common Stock for each Right held. In addition, each Subscription Certificate shall, subject to the provisions thereof, entitle Record Date Shareholders and persons who become holders of Rights who are not Record Date Shareholders ("Rights Holders") who exercise their Rights in the Primary Subscription ("Exercising Rights Holders") the right (the "Over-Subscription Right") to purchase from the Fund additional shares subject to the availability of such shares and to allotment of such shares as may be available among Exercising Rights Holders who exercise Over-Subscription Rights on the terms basis specified in the Offer NoticeProspectus; provided, up to however, that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-an Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification Rights Holder who has not exercised his Primary Subscription Rights with respect to the Company within ten full number of Rights issued to him shall not be entitled to any Over-Subscription Rights. (10b) days after an Oversubscription Offer Notice is given, each FullyRecord Date Shareholders and Rights Holders may acquire shares of Common Stock in the Primary Subscription and pursuant to the Over-Exercising Investor may elect Subscription Privilege by delivery to purchase or otherwise acquire, at the same price and on the same term Agent as specified in the Offer Notice, up to a portion Prospectus of New Securities which equals (xi) the aggregate amount Subscription Certificate with respect thereto, duly executed by such Record Date Shareholder or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share Rights Holder in accordance with and as provided by the amounts so elected. The closing terms and conditions of the Subscription Certificate, together with (ii) payment in full for the shares to be purchased at the estimated purchase price as disclosed in the Prospectus, in U.S. dollars by money order or check drawn on a bank or branch located in the United States, in each case payable to the order of the Fund. (c) Rights may be exercised at any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and after the date of issuance of the Subscription Certificates with respect thereto but no later than 5:00 P.M. Eastern time on such date as the Fund shall designate to the Agent in writing (the "Expiration Date"). For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Agent shall be deemed to occur when such materials are received at the Shareholder Services Division of the Agent specified in the Prospectus. All questions as to the validity, form, eligibility and acceptance of Subscription Certificates will be determined by the Company Fund. (in its sole discretiond) within Notwithstanding the earlier provisions of ninety Section 3(b) and 3(c) regarding delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M. Eastern time on the Expiration Date, if prior to such time the Agent receives a Notice of Guaranteed Delivery by facsimile (90telecopy) days or otherwise from a financial institution that is a member of the date that Securities Transfer Agents Medallion Program, the Offer Notice is given Stock Exchange Medallion Program or the New York Stock Exchange Medallion Signature Program guaranteeing delivery of (i) payment of the full Estimated Subscription Price for the shares of Common Stock subscribed for in the Primary Subscription and the date any additional shares of initial sale or issuance, as applicable, of New Securities Common Stock subscribed for pursuant to Section 2.4; providedthe Over-Subscription Privilege, that (ii) payment in full of any additional amount required to be paid if the actual Subscription Price is in excess of the Estimated Subscription Price, and (iii) a notice is given either properly completed and executed Subscription Certificate, then such exercise of Primary Subscription Rights and Over-Subscription Rights shall be regarded as timely, subject, however, to receipt of the duly executed Subscription Certificate and full payment for the Common Stock based on the Estimated Subscription Price by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur Agent within five (5) three Business Days (as defined below) after the satisfaction Expiration Date. For the purposes of all Regulatory Approval Conditions. Each electing Investor the Prospectus and this Agreement, "Business Day" shall duly execute and deliver mean any document reasonably requested by day on which trading is conducted on the Company in connection with this Article IINew York Stock Exchange.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by the Registered Holder or otherwise acquireby the Registered --------- Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied by Warrant Shares by (y) a fraction, the Investor’s Pro Rata Sharenumerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At the expiration of such ten (10) day periodtime, the Company person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (ord) As soon as practicable after the exercise of this Warrant in full or in part, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and which the number or principal amountRegistered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification (a) The rights represented by this warrant may be exercised by the Holder, in whole or in part, by written election, in the form set forth below, by the surrender of this warrant (properly endorsed if required) at the principal office of the Company, by payment to the Company by cash, certified check or bank draft of the Purchase Price for the shares to be purchased and by delivery of the warrant exercise form attached hereto to the Company demonstrating that the sale of the shares to be purchased is exempt from registration under the Securities Act of 1933, as amended, and any state securities law; or (b) surrender of the Warrants at the principal office of the Company together with notice of election, in which event the Company shall issue Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A where: X = the number of shares of Common Stock to be issued to Holder (not to exceed the number of shares set forth on the cover page of this Warrant, as adjusted pursuant to the provisions of Section 3); Y = the number of shares of Common Stock for which the Warrant is being exercised; A = the Current Market Price of one share of Common Stock (as defined in below); and B = the Purchase Price. For the purpose of any computation under subsection (b) of this Section 1, the Current Market Price per share of Common Stock on any date shall be deemed to be the Closing Price for the last trading day immediately preceding such date. The Closing Price for each day shall be the last reported sales price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way, in either case on the New York Stock Exchange, or if the Common Stock is not listed or admitted to trading on the New York Stock Exchange, on the principal national securities exchange in the United States on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any such national securities exchange, the average of the highest reported bid and lowest reported asked price as furnished by the National Association of Securities Dealers, Inc. through it's automated quotation system ("NASDAQ") of a similar organization if NASDAQ is no longer reporting such information. If on any such date the Common Stock is not quoted by any such organization, the fair value of Common Stock on such date, as determined by the board of directors of the Company, whose determination shall be conclusive, shall be used and described in a notice mailed to the Holder. (c) The shares so purchased shall be deemed to be issued as of the close of business on the date on which this warrant has been exercised by payment to the Company of the Purchase Price. Certificates for the shares of stock so purchased, bearing an appropriate restrictive legend, shall be delivered to the Holder within ten (10) 15 days after the Offer Notice is givenrights represented by this warrant shall have been so exercised, each Investor may elect to purchase or otherwise acquireand, at unless this warrant has expired, a new warrant representing the price and on the terms specified in the Offer Notice, up to that portion number of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (orshares, if applicableany, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing with respect to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor this warrant has not been exercised shall also be entitled delivered to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then Holder hereof within such New Securities not subscribed for by other Fully-Exercising Investors time. No fractional shares shall be allocated among issued upon the Fully-Exercising Investors electing to acquire in excess exercise of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIwarrant.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by such Registered Holder or otherwise acquireby such Registered --------- Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. ------------- If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day perioda fraction, the Company numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the NASDAQ National Market, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if applicableno such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall cause be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such Intermediate Holding a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company toas provided in subsection 1(a) promptly above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and the number or principal amountwhich such Registered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit A duly executed by the Registered Holder or otherwise acquireby the Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) a fraction, the Investor’s Pro Rata Sharenumerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At the expiration of such ten (10) day periodtime, the Company person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (ord) As soon as practicable after the exercise of this Warrant in full or in part, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and which the number or principal amountRegistered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification This Warrant may be exercised prior to its expiration at any time and from time to time on and after the date(s), if any, on which this Warrant becomes exercisable for the First Condition Shares and the Second Condition Shares, respectively by surrender of this Warrant, with the form of Notice of Exercise or Conversion at the end hereof duly executed by such holder, to the Company within ten (10) days after the Offer Notice is givenat its principal office, each Investor may elect to purchase accompanied by payment, by certified or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification official bank check payable to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion order of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant wire transfer to Section 2.5its account, in the amount obtained by multiplying the number of shares of Common 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 closing Company, at its expense, will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder hereof or as such holder (upon payment by such holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock equal to the balance of the number shares then purchasable under this Warrant. Upon any exercise of this Warrant, in whole or in part, the holder hereof may, in lieu of paying 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 sale promissory note of the Company, convert a like amount of outstanding principal and/or interest amount of such note into such number of Common Stock, or issuance, as applicable, pursuant (b)surrender this Warrant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company together with a notice of cashless exercise, in connection 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 Article IIWarrant is being exercised. A = the Fair Market Value (as defined below) of one share of the Warrant Stock.

Exercise. By notification Subject to the terms hereof: the Warrants, evidenced by this Warrant Certificate, may be exercised at the Exercise Price in whole or in part at any time during the period (the “Exercise Period”) commencing on August 9, 2007 as contemplated by the Amendment, Consent and Waiver and terminating at the close of business on December 6, 2007 (the “Expiration Date”). The Exercise Period may also be extended by the Company’s Board of Directors. A Warrant shall be deemed to have been exercised in immediately prior to the close of business on the date (the “Exercise Date”) of the surrender to the Company within ten (10) days after at its principal offices of this Warrant Certificate with the Offer Notice is given, each Investor may elect exercise form attached hereto executed by the Registered Holder and accompanied by payment to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied in cash or by official bank or certified check, of an amount equal to the aggregate Exercise Price, in lawful money of the United States of America. The person entitled to receive the Shares issuable upon exercise of a Warrant or Warrants (y“Warrant Shares”) shall be treated for all purposes as the Investor’s Pro Rata Share. At the expiration holder of such ten (10) day periodWarrant Shares as of the close of business on the Exercise Date. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or script or cash with respect thereto, but, if Company elects not to issue a fractional share, the Company will pay a cash adjustment in respect of any fraction of a Warrant Share which would otherwise be issuable in an amount equal to the same fraction of the amount by which the market price of a Share on the date of exercise exceeds the Exercise Price, such market price to be determined in good faith by the Board of Directors of the Company. If more than one Warrant shall (orbe exercised at one time by the same Registered Holder, if applicablethe number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Promptly, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Daysten business days after the Exercise Date, in writing, notify each Investor electing the Company shall cause to purchase all be issued and delivered to the New Securities available person or persons entitled to it (each such Investorreceive the same, a “Fully-Exercising Investor”) certificate or certificates for the number of Warrant Shares deliverable on such exercise. The Company may deem and treat the Registered Holder of the Warrants at any other Investor’s failure to do likewise time as the absolute owner thereof for all purposes, and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification Company shall not be affected by any notice to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect contrary. The Warrants shall not entitle the Registered Holder thereof to purchase any of the rights of shareholders or otherwise acquire, at the same price and to any dividend declared on the same term specified in Shares unless the Offer Notice, up Registered Holder shall have exercised the Warrants and thereby purchased the Warrant Shares prior to a portion the record date for the determination of New Securities which equals (x) the aggregate amount or principal amount, as applicable, holders of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be Shares entitled to notify the Company of its election to purchase such dividend or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIright.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by such Registered Holder or otherwise acquireby such Registered --------- Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day perioda fraction, the Company numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if applicableno such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall cause be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such Intermediate Holding a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company toas provided in subsection 1(a) promptly above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and the number or principal amountwhich such Registered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification (a) Record Date Stockholders may acquire shares of Common Stock by delivery to the Company within ten (10) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms Agent as specified in the Offer NoticeProspectus of: (i) a properly completed and duly executed Subscription Certificate and a money order or check or bank draft drawn on a bank or branch located in the United States and payable to “DST Systems, up Inc.” for an amount equal to that portion the number of such New Securities which equals shares of Common Stock subscribed for pursuant to the Primary Subscription and the Over-Subscription Privilege multiplied by the Estimated Subscription Price, or (ii) a Notice of Guaranteed Delivery guaranteeing delivery of (x) a properly completed and duly executed Subscription Certificate, and (y) a money order or check or bank draft drawn on a bank or branch located in the aggregate United States and payable to “DST Systems, Inc.” for an amount or principal amount, as applicable, equal to the number of New Securities proposed shares of Common Stock subscribed for pursuant to be offered the Primary Subscription and sold the Over-Subscription Privilege multiplied by the CompanyEstimated Subscription Price (which certificate and full payment must then be delivered by the close of business on the third Business Day after the Expiration Date or, if the Offering is extended, by the close of business two Business Days after the extended Expiration Date). Payment must be made in U.S. dollars. For the purposes of the Prospectus and this Agreement, “Business Day” means any day on which trading is conducted on the NASDAQ Capital Market. (b) Because Record Date Stockholders are only required to pay the Estimated Subscription Price per share to exercise their Rights pursuant to the Offering and the Subscription Price may be higher or lower than the Estimated Subscription Price, and because Record Date Stockholders may not receive all the shares for which they subscribe pursuant to the Over-Subscription Privilege, Record Date Stockholders may receive a refund or be required to pay an additional amount equal to the difference between the Estimated Subscription Price and the Subscription Price, multiplied by the total number of shares for which they have subscribed and been issued, including pursuant to the Over-Subscription Privilege. (yc) Rights may be exercised at any time after the Investor’s Pro Rata Share. At date of issuance of the expiration of Subscription Certificates with respect thereto but no later than 5:00 p.m., New York time, on such ten (10) day period, date as the Company shall designate to the Agent in writing (the “Expiration Date”). For the purpose of determining the time of the exercise of any Rights, delivery of any materials to the Agent shall be deemed to occur when such materials are received at the Full Service Department of the Agent specified in the Prospectus. (d) Within ten Business Days following the Expiration Date (the “Confirmation Date”), the Agent shall send to each exercising Record Date Stockholder (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of rights are held by Cede & Co. or any other Investor’s failure depository or nominee, to do likewise and Cede & Co. or such other depository or nominee) a confirmation showing: (i) the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification shares purchased pursuant to the Company within ten Primary Subscription, (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (xii) the aggregate amount or principal amountnumber of shares, as applicableif any, of New Securities that remain unsubscribed foracquired pursuant to the Over-Subscription Privilege, multiplied by (yiii) the per share and total purchase price for such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securitiesshares, and if the Fully-Exercising Investors elect (iv) any excess to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined refunded by the Company (in its sole discretion) within to such Record Date Stockholder, along with a letter explaining the earlier allocation of ninety (90) days shares of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities Common Stock pursuant to Section 2.4; provided, that if a notice is given either the Over-Subscription Privilege. (e) Any additional payment required from an exercising Record Date Stockholder must be received by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur Agent within five (5) ten Business Days after the satisfaction Confirmation Date in order to receive all the shares of all Regulatory Approval ConditionsCommon Stock subscribed for pursuant to the exercise of the Rights. Each electing Investor shall duly execute and deliver any document reasonably requested Any excess payment to be refunded by the Company to an exercising Record Date Stockholder will be mailed by the Agent as promptly as practicable after the Confirmation Date and, in connection no event, later than ten Business Days after the Confirmation Date. No interest will be paid on any amounts refunded. If a Record Date Stockholder does not make timely payment of any additional amounts due in accordance with this Article IISection 4, the Agent will consult with the Company in accordance with Section 5 as to the appropriate action to be taken. The Agent will not issue or deliver shares of Common Stock or Statements of Holding for shares of Common Stock subscribed for until payment in full therefor has been received by the Agent, including clearance of checks and payment pursuant to Notices of Guaranteed Delivery.

Exercise. By notification Tenant may, with respect to each of its Expansion Options, exercise such option with respect to any or all of the applicable Expansion Space, provided that if Tenant shall elect to lease any Expansion Space on a particular Floor, Tenant shall lease either one-half (1/2) or the entire Rentable Area on that Floor or that portion of such Floor which will, when combined with any space already part of the Premises, constitute either one-half (1/2) or the entire Rentable Area on that Floor. Tenant shall exercise an Expansion Option, if at all, as follows: At least eighteen (18), but not more than twenty (20), months prior to the Company scheduled delivery date of the Expansion Space in question, Landlord shall deliver to Tenant notice of (a) the date upon which Tenant’s right to exercise the subject Expansion Option shall expire, and (b) Landlord’s best estimate of what the Market Base Rental Rate will be at the Rent Determination Date. On or before the later of (y) sixty (60) days after Landlord gives the notice in accordance with the preceding sentence, or (z) twelve (12) months prior to the scheduled delivery date of such Expansion Space, as the case may be, Tenant may give Landlord notice (i) that Tenant elects to exercise the subject Expansion Option, (ii) subject to the other limitations of this Section 8.2, the portion or portions of the Expansion Space as to which Tenant is exercising its Expansion Option, and (iii) whether Tenant agrees with Landlord’s estimate of the Market Base Rental Rate. Failure to give such notice shall constitute a waiver of the subject Expansion Option and failure to expressly agree with Landlord’s estimate shall constitute rejection thereof. If Tenant shall give notice of disagreement with Landlord’s estimate of Market Base Rental Rate in its extension notice or shall be deemed to have rejected the same, as above provided, such rates shall be determined by Arbitration. Tenant shall have the right to rescind its exercise of the previously exercised subject Expansion Option by giving notice thereof to Landlord within ten thirty (1030) days after the Offer Notice is given, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days determination of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIMarket Base Rental Rate therefor.

Exercise. By notification The Warrant evidenced hereby shall become exercisable as to (CommonShares) shares of the Common Stock on (DATE) and shall terminate at 5:00 p.m., California time, on (DATE) (the "Expiration Date"), provided, however, that in no event may any fractional share of the Common Stock be issued. In the event that a fractional share would otherwise be issued as a result of any adjustment made pursuant to Section 3 hereof or otherwise, payment of such fractional share shall be made on the basis of the Market Price on the date of exercise. For the purpose of this Section 1, the term "Market Price" shall mean (a) if the Common Stock is traded on a national securities exchange or on The Nasdaq Stock Market, Inc., the closing sales price (or, if no sales on that day, the high bid price) or (b) if the Common Stock is not traded as provided in subsection (a), the closing bid price as reported in the OTC Bulletin Board of the National Association of Securities Dealers, Inc. or in the pink sheets as reported by an organization performing the services previously furnished by the National Quotation Bureau, Inc. Upon any exercise of the Warrant evidenced hereby, the form of election to purchase set forth as Exhibit A hereto shall be properly completed, executed, and delivered to the Company, together with a certified check or bank draft in full payment to the Company within ten (10) days after of the Offer Notice Purchase Price for the shares as to which the Warrant is givenexercised. In the event that there is only a partial exercise of the Warrant evidenced hereby, each Investor may elect there shall be issued to purchase or otherwise acquirethe Warrant Holder a new Warrant Certificate, at in all respects similar to this Warrant Certificate, evidencing the price number of shares of the Common Stock still available for exercise. Upon receipt of full payment and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day periodproperly completed documentation, the Company shall (orthen cause the Transfer Agent for the Common Stock to issue fully paid and nonassessable shares of the Common Stock as are represented by the exercise. If this Warrant shall be surrendered upon exercise within any period during which the transfer books for the Common Stock are closed for any purpose, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect shall not be required to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion make delivery of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available certificates for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days shares of the date that the Offer Notice is given and Common Stock until the date of initial sale or issuancethe reopening of said transfer books. Expiration Date The Warrant evidenced hereby may not be exercised after the Expiration Date with respect to the shares of the Common Stock as to which the Warrant may be exercised and, to the extent the Warrant has not exercised as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either any such shares by the Company or by an Investor pursuant to Section 2.5Expiration Date, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 Warrant evidenced hereby shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIbecome void.

Exercise. By notification a. This Warrant may be exercised on or before the expiration date of December 29, 1999 by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. For purposes hereof, the Purchase Price per share shall be $3.139. b. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Purchase Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Registered Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and notice of such election in which event the Company shall issue to the Registered Holder the number of shares of Common Stock computed using the following formula: Y (A-B) X = ------- A Where X = the number of shares of Common Stock to be issued to the Registered Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, if the Common Stock is listed or quoted on a national securities exchange, the Nasdaq Stock Market, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of the Common Stock shall be deemed to be the average of the last reported sales price per share of Common Stock thereon for the five trading days immediately preceding the Exercise Date; provided, however, that if no such price is reported during such five-day period, or if the Common Stock is not listed or quoted on a national securities exchange, the Nasdaq Stock Market, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to subsection 1.b. shall be delayed until such determination is made. c. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company within ten (10) days as provided in subsections 1.a. and 1.b. above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1.d. below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. d. As soon as practicable after the Offer Notice is givenexercise of this Warrant in full or in part, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and the number or principal amountwhich such Registered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either by the Company new warrant or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five warrants (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article II.dated

Exercise. By notification to (a) The Warrant Shares shall vest upon grant. To the Company within ten (10) days after extent vested, this Warrant may be exercised by the Offer Notice is givenRegistered Holder, each Investor may elect to in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or otherwise acquireby the Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant (to the extent vested) exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) a fraction, the Investor’s Pro Rata Sharenumerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon for the trading day immediately preceding the Exercise Date, provided that if no such price is reported on such days, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At the expiration of such ten (10) day periodtime, the Company person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (ord) As soon as practicable after the exercise of this Warrant in full or in part, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and which the number or principal amountRegistered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification (a) Payment may be made either in (i) cash or by certified or official bank check payable to the order of the Company within ten equal to the applicable aggregate Exercise Price, (10ii) days after by delivery of the Offer Notice Warrant, Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is givengreater than the Exercise Price (at the date of calculation as set forth below), each Investor in lieu of exercising this Warrant for cash, the Holder may elect to purchase receive shares equal to the value (as determined below) of this Warrant (or otherwise acquire, the portion thereof being exercised) by surrender of this Warrant at the price and on principal office of the terms specified Company together with the properly endorsed Exercise Notice in which event the Offer NoticeCompany shall issue to the Holder a number of shares of Common Stock computed using the following formula: Where X= the number of shares of Common Stock to be issued to the Holder Y= the number of shares of Common Stock purchasable under the Warrant or, up to that if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such New Securities which equals (xcalculation) A= the aggregate amount or principal amount, as applicable, Fair Market Value of New Securities proposed to be offered and sold by one share of the Company, multiplied by 's Common Stock (y) at the Investor’s Pro Rata Share. At the expiration date of such ten calculation) B= Exercise Price (10) day periodas adjusted to the date of such calculation) 3. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC. 3.1. REORGANIZATION, CONSOLIDATION, MERGER, ETC. In case at any time or from time to time, the Company shall (ora) effect a reorganization, if applicable(b) consolidate with or merge into any other person, shall cause such Intermediate Holding Company toor (c) promptly and in transfer all or substantially all of its properties or assets to any event within two (2) Business Daysother person under any plan or arrangement contemplating the dissolution of the Company, then, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amountcase, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification a condition to the Company within ten (10) days after an Oversubscription Offer Notice is givenconsummation of such a transaction, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price proper and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors adequate provision shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined made by the Company (whereby the Holder of this Warrant, on the exercise hereof as provided in its sole discretion) within Section 1 at any time after the earlier consummation of ninety (90) days such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, shall receive, in lieu of the date that the Offer Notice is given and the date of initial sale Common Stock (or issuance, as applicable, of New Securities pursuant Other Securities) issuable on such exercise prior to Section 2.4; provided, that if a notice is given either by the Company such consummation or by an Investor pursuant to Section 2.5such effective date, the closing of a sale stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with such dissolution, as the case may be, if such Holder had so exercised this Article IIWarrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4.

Exercise. By notification (a) Subject to Section 5.4 of the Company within ten (10) days after Purchase Agreement, this Warrant may be exercised by the Offer Notice is givenRegistered Holder, each Investor may elect to in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit B duly --------- executed by the Registered Holder or otherwise acquireby the Registered Holder's duly authorized attorney, at the price and on the terms specified in the Offer Notice, up to that portion principal office of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) During the period commencing on the Date of Issuance and ending 90 days thereafter, the Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (I) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (II) the excess of the Fair Market Value per share of Common Stock (as defined in this Section 1(b)) as of the Exercise Date (as defined in Section 1(c) of this Warrant) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (y) the Investor’s Pro Rata Sharetotal number of Warrant Shares by (z) a fraction, the numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The "Fair Market Value" per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average closing sale price of the Common Stock over the ten trading days ending on the trading day immediately preceding the Exercise Date. (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors of the Company (the "Board") to represent the fair market value per share of the Common Stock; and, upon written request of the Registered Holder, the Board (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a written request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this Section 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above (the "Exercise Date"). At the expiration of such ten (10) day periodtime, the Company person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (ord) As soon as practicable after the exercise of this Warrant in full or in part, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two 20 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and which the number or principal amountRegistered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 of this Warrant; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing 1(b) of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIWarrant.

Exercise. By notification Rights may be exercised at any time during the Offering Period upon the terms and conditions set forth in the Prospectus and in this Agreement. (a) Rights may be exercised by completing and executing the exercise portion of the Subscription Certificate and delivering it to the Company within ten Subscription Agent along with payment of the Subscription Price for the aggregate number of Common Shares subscribed for prior to the Expiration Time. (10b) days A subscription will be accepted by the Subscription Agent if, prior to the Expiration Time, the Subscription Agent has received (i) payment of the full Subscription Price for the Common Shares subscribed for in the Basic Subscription, and (ii) a Notice of Guaranteed Delivery by facsimile (telecopy) or otherwise from a bank, trust company, New York Stock Exchange member or member of another national securities exchange guaranteeing delivery of a properly completed and executed Subscription Certificate. The Subscription Agent will not honor a Notice of Guaranteed Delivery unless a properly completed and executed Subscription Certificate is received by the Subscription Agent by the close of business on the third New York Stock Exchange trading day after the Offer Notice is givenExpiration Time. (c) The Subscription Price shall be paid in United States dollars, each Investor may elect by (i) check or draft drawn on a United States bank, or an postal, telegraphic or express money order payable to purchase the Subscription Agent, or otherwise acquire, at the price and on the terms specified in the Offer Notice, up (ii) by wire transfer of same day funds to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold an account maintained by the CompanySubscription Agent for the purpose of accepting subscriptions the __________ Bank, multiplied by Account No. ________ (y) the Investor’s Pro Rata ShareDema▇▇▇▇▇▇.▇▇▇, ▇▇c.), ABA No. At the expiration of such ten (10) day period______________, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant Wire instructions attached to this Section 2.3 shall occur at Agreement as Appendix B. (d) Once an Eligible Rights Holder has exercised Rights, such time and on exercise may not be revoked or rescinded. (e) If an Eligible Rights Holder does not indicate the number of Rights being exercised in the Basic Subscription, or does not deliver full payment of the Subscription Price for the number of shares indicated as being subscribed through the exercise of Rights in the Basic Subscription, then such date as shall Eligible Rights Holder will be deemed to have exercised Rights to purchase the maximum number of Common Shares determined by dividing the Company (total Subscription Price paid by the Subscription Price per share, but not in its sole discretion) within the earlier of ninety (90) days excess of the date that number of Common Shares such holder may purchase through the Offer Notice is given and exercise of Rights in the date Basic Subscription. (f) If an Eligible Rights Holder does not indicate the number of initial sale or issuanceRights being exercised, as applicable, but submits payment for more shares than may be purchased through the exercise of New Securities pursuant to Section 2.4; provided, that if a notice is given either by such Eligible Rights Holder's Rights in the Company or by an Investor pursuant to Section 2.5Basic Subscription, the closing of a sale excess payment received from such Eligible Rights Holder will be returned to such Eligible Rights Holder without interest or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIdeduction.

Exercise. By notification This Warrant may be exercised, in whole at any time or in part from time to time, commencing on November 20, 1998 and prior to 5:00 P.M., Eastern Standard Time on November 20, 2000, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company within ten will (10a) days after issue a certificate or certificates in the Offer Notice name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is givenexercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, each Investor pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may elect (a) pay in cash an amount equal to purchase or otherwise acquire, at the product of (i) the daily mean average of the closing price and of a share of Common Stock on the terms specified in ten consecutive trading days before the Offer Notice, up to that portion conversion date and (ii) such fraction of such New Securities which equals a share or (xb) issue an additional share of Common Stock. Upon exercise of the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day periodWarrant, the Company shall (or, if applicable, shall cause issue and deliver to the Holder certificates for the Common Stock issuable upon such Intermediate Holding Company to) promptly and in any event exercise within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each ten business days after such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise exercise and the number or principal amount, as applicable, person exercising shall be deemed to be the holder of New Securities that remain unsubscribed for (record of the Common Stock issuable upon such notice, an “Oversubscription Offer Notice”)exercise. By notification to the Company within ten (10) days No warrant granted herein shall be exercisable after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and 5:00 p.m. Eastern Standard Time on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days second anniversary of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article II.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as Exhibit I duly executed by the Registered Holder or otherwise acquireby the Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock (as defined below) as of the Exercise Date (as defined in subsection 1(c) below) over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) a fraction, the Investor’s Pro Rata Sharenumerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq Global Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At the expiration of such ten (10) day periodtime, the Company person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (ord) As soon as practicable after the exercise of this Warrant in full or in part, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and which the number or principal amountRegistered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification (a) The exercise of this Warrant may be accomplished by actual delivery of this Warrant and the Exercise Price in cash, certified check, or official bank draft in lawful money of the United States of America, or such other tender acceptable to the Company. The payment must be delivered, personally or by mail, to the Company within ten at the address first set forth above or such other address as may hereafter be specified by the Company in a written notice to the Holder. (10b) days after Notwithstanding any provision herein to the Offer Notice contrary, if the Fair Market Value of one share of Common Stock is givengreater than the exercise price (at the date of calculation as set forth below), each Investor in lieu of exercising this Warrant for cash, the Holder may elect to purchase or otherwise acquire, receive shares equal to the value (as determined below) of this Warrant by surrender of this Warrant at the price and on principal office of the terms specified in the Offer Notice, up to that portion Company together with a properly executed notice of such New Securities election, in which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (or, if applicable, shall cause such Intermediate Holding Company toA-B) promptly and in any event within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise and A Where X = the number or principal amount, as applicable, of New Securities that remain unsubscribed for (such notice, an “Oversubscription Offer Notice”). By notification shares of Common Stock to be Issued to the Company within ten Holder Y = the number of shares of Common Stock issuable under the Warrant A = the fair market value of one share of Common Stock (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on date of calculation) B = the same term specified in Exercise Price of the Offer Notice, up to a portion of New Securities which equals Warrant (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on date of calculation) (c) For the same term specified purpose of the calculation in subparagraph (b) above, the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, Fair Market Value of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess one share of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as Common Stock shall be determined by the Company (Company’s Board of Directors in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4good faith; provided, however, that if where there exists a notice is given either by public market for the Company or by an Investor pursuant to Section 2.5Company’s Common Stock at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of a the Common Stock as quoted In the Over-the-Counter Market Summary or the last reported sale price of the Common Stock or issuancethe closing price quoted on the Nasdaq Global Market or on any exchange on which the Common Stock is listed, as whichever is applicable, pursuant to this Section 2.3 shall occur within for the five (5) Business Days after trading days prior to the satisfaction date of all Regulatory Approval Conditionsdetermination. Each electing Investor shall duly execute and deliver any document reasonably requested by Notwithstanding the Company in foregoing, if the Warrant Is exercised In connection with this Article IIthe Company’s initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company’s initial public offering.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or otherwise acquireby such Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day perioda fraction, the Company numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if applicableno such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall cause be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such Intermediate Holding a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company toas provided in subsection 1(a) promptly above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and the number or principal amountwhich such Registered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or otherwise acquireby such Registered Holder's duly authorized attorney, at the price principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise; PROVIDED, HOWEVER, that this Warrant may not be exercised unless such exercise and on the terms specified in issuance of the Offer NoticeWarrant Shares pursuant thereto shall comply with all applicable federal and state securities laws. (b) The Registered Holder may, up at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day perioda fraction, the Company numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if applicableno such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall cause be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market System, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. In the event this Warrant is being exercised in connection with a merger, sale or other transaction in which consideration is payable to the holders of Common Stock, then the Fair Market Value per share of Common Stock shall be the per share value of such Intermediate Holding consideration payable to such holders, as determined in good faith by the Board of Directors. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company toas provided in subsection 1(a) promptly above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and the number or principal amountwhich such Registered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.

Exercise. By notification This Warrant may be exercised, in whole at any time or in part from time to time, commencing on November 29, 1999 and prior to 5:00 P.M., Eastern Standard Time on November 29, 2004, by the Holder of this Warrant by the surrender of this Warrant (with the subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Aggregate Warrant Price, or the proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company within ten will (10a) days after issue a certificate or certificates in the Offer Notice name of the Holder for the largest number of whole shares of the Common Stock to which the Holder shall be entitled if this Warrant is givenexercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, each Investor pursuant to the provisions of the Warrant. In lieu of any fractional share of the Common Stock which would otherwise be issuable in respect to the exercise of the Warrant, the Company at its option may elect (a) pay in cash an amount equal to purchase or otherwise acquire, at the product of (i) the daily mean average of the closing price and of a share of Common Stock on the terms specified in ten consecutive trading days before the Offer Notice, up to that portion conversion date and (ii) such fraction of such New Securities which equals a share or (xb) issue an additional share of Common Stock. Upon exercise of the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day periodWarrant, the Company shall (or, if applicable, shall cause issue and deliver to the Holder certificates for the Common Stock issuable upon such Intermediate Holding Company to) promptly and in any event exercise within two (2) Business Days, in writing, notify each Investor electing to purchase all the New Securities available to it (each ten business days after such Investor, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise exercise and the number or principal amount, as applicable, person exercising shall be deemed to be the holder of New Securities that remain unsubscribed for (record of the Common Stock issuable upon such notice, an “Oversubscription Offer Notice”)exercise. By notification to the Company within ten (10) days No warrant granted herein shall be exercisable after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and 5:00 p.m. Eastern Standard Time on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days fifth anniversary of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.4; provided, that if a notice is given either by the Company or by an Investor pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article II.

Exercise. By notification a. This Warrant may be exercised on or before the expiration date of June 30, 2002 by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. For purposes hereof, the Purchase Price shall be equal to $______ per share. b. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) of one share of Common Stock is greater than the Purchase Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Registered Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and notice of such election in which event the Company shall issue to the Registered Holder the number of shares of Common Stock computed using the following formula: Where X = the number of shares of Common Stock to be issued to the Registered Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, if the Common Stock is listed or quoted on a national securities exchange, the Nasdaq Stock Market, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of the Common Stock shall be deemed to be the average of the last reported sales price per share of Common Stock thereon for the five trading days immediately preceding the Exercise Date; provided, however, that if no such price is reported during such five-day period, or if the Common Stock is not listed or quoted on a national securities exchange, the Nasdaq Stock Market, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 10 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to subsection 1.b. shall be delayed until such determination is made. c. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company within ten (10) days as provided in subsections 1.a. and 1.b. above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1.d. below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. d. As soon as practicable after the Offer Notice is givenexercise of this Warrant in full or in part, each Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities proposed to be offered and sold by the Company, multiplied by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day period, the Company shall (or, if applicable, shall cause such Intermediate Holding Company to) promptly and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and the number or principal amountwhich such Registered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Company or by an Investor pursuant to Section 2.5Registered Holder upon such exercise (and in the case of exercise under the net exercise provision of Subsection 1.b., minus the closing number of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5) Business Days after shares underlying the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company Warrant which were surrendered in connection with this Article IIaccordance therewith).

Exercise. By notification to (a) This Warrant may be exercised by the Company within ten (10) days after Registered Holder, in whole or in part, by surrendering this Warrant, with the Offer Notice is given, each Investor may elect to purchase form appended hereto as EXHIBIT I duly executed by such Registered Holder or otherwise acquireby such Registered Holder's duly authorized attorney, at the price and on principal office of the terms specified Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the Offer NoticeUnited States, up of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to that pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such New Securities which equals number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to subsection 1(c) below (the "Exercise Date") over the Purchase Price per share. If the Registered Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the aggregate amount or principal amount, as applicable, total number of New Securities proposed to be offered and sold by the Company, multiplied Warrant Shares by (y) the Investor’s Pro Rata Share. At the expiration of such ten (10) day perioda fraction, the Company numerator of which shall be the Purchase Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. The Fair Market Value per share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a national securities exchange, the Nasdaq National Market System, the Nasdaq system, or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if applicableno such price is reported on such date, such price on the next preceding business day provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall cause be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market System, the Nasdaq system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such Intermediate Holding a determination within the three-month period prior to the Exercise Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), (B) the Board of Directors shall make such a determination within 15 days of a request by the Registered Holder that it do so, and (C) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company toas provided in subsection 1(a) promptly above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within two 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (2upon payment by such Holder of any applicable transfer taxes) Business Daysmay direct: (i) a certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in writing, notify each Investor electing to purchase all the New Securities available to it (each such Investor, a “Fully-Exercising Investor”) lieu of any other Investor’s failure fractional share to do likewise and the number or principal amountwhich such Registered Holder would otherwise be entitled, as applicable, of New Securities that remain unsubscribed for (such notice, cash in an “Oversubscription Offer Notice”). By notification to the Company within ten (10) days after an Oversubscription Offer Notice is given, each Fully-Exercising Investor may elect to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, up to a portion of New Securities which equals (x) the aggregate amount or principal amount, as applicable, of New Securities that remain unsubscribed for, multiplied by (y) such Fully-Exercising Investor’s Pro Rata Share; provided, that each Fully-Exercising Investor shall also be entitled to notify the Company of its election to purchase or otherwise acquire, at the same price and on the same term specified in the Offer Notice, any additional New Securities, and if the Fully-Exercising Investors elect to purchase or otherwise acquire more than the total number or principal amount, as applicable, of New Securities available for purchase, then such New Securities not subscribed for by other Fully-Exercising Investors shall be allocated among the Fully-Exercising Investors electing to acquire in excess of their Pro Rata Share in accordance with the amounts so elected. The closing of any sale or issuance, as applicable, pursuant to this Section 2.3 shall occur at such time and on such date as shall be determined by the Company (in its sole discretion) within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale or issuance, as applicable, of New Securities pursuant to Section 2.43 hereof; providedand (ii) in case such exercise is in part only, that if a notice is given either new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of (a) the number of such shares purchased by the Company or Registered Holder upon such exercise plus (b) the number of Warrant Shares (if any) covered by an Investor the portion of this Warrant cancelled in payment of the Purchase Price payable upon such exercise pursuant to Section 2.5, the closing of a sale or issuance, as applicable, pursuant to this Section 2.3 shall occur within five (5subsection 1(b) Business Days after the satisfaction of all Regulatory Approval Conditions. Each electing Investor shall duly execute and deliver any document reasonably requested by the Company in connection with this Article IIabove.