Common use of FORM OF ASSIGNMENT Clause in Contracts

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers all the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, to: , and hereby irrevocably constitutes and appoints as agent and attorney-in-fact to transfer said Warrant on the books of the within-named corporation, with full power of substitution in the premises. Dated: , 200 In the presence of: Name: Signature: Title of Signing Officer or Agent (if any): Address: Note: The above signature should correspond exactly with the name on the face of the within Warrant, if applicable THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, REGULATION S OR AN EXEMPTION FROM REGISTRATION AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER OF THE SECURITIES, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. This Warrant is issued in connection with that certain Subscription Agreement (the “Subscription Agreement”) by and among LITHIUM TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), and (the “Investor”). Capitalized terms used herein, but not otherwise defined, shall have the meaning given to them in the Subscription Agreement. THIS CERTIFIES THAT, for value received, the Investor or its registered assigns is entitled to purchase from the Company at any time or from time to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid and nonassessable share of the Company’s Common Stock, $.01 par value per share (the “Common Stock”) for each share of Common Stock issued upon conversion of the Series B Preferred Stock purchased by the Investor pursuant to the Subscription Agreement (the “Series B Preferred Stock”), at an exercise price per share of Common Stock equal to 150% of the conversion price of the Series B Preferred Stock then in effect upon conversion of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”).

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received, the undersigned Oxford Finance LLC hereby sells, assigns, assigns and transfers unto Name: [OXFORD TRANSFEREE] Address: Tax ID: that certain Warrant to Purchase Stock issued by [BORROWER] (the “Company”), on [ISSUE DATE] (the “Warrant”) together with all the rights of the undersigned under the within Warrantrights, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, to: , title and hereby irrevocably constitutes and appoints as agent and attorney-in-fact to transfer said Warrant on the books of the within-named corporation, with full power of substitution in the premisesinterest therein. Dated: , 200 In the presence ofOXFORD FINANCE LLC By: Name: SignatureTitle: Title of Signing Officer or Agent (if any): AddressDate: Note: The above signature should correspond exactly with By its execution below, and for the name on the face benefit of the within WarrantCompany, if applicable [OXFORD TRANSFEREE] hereby makes each of the representations and warranties set forth in Article 4 of the Warrant as of the date hereof and agrees to be bound by all provisions of the Warrant as the Holder thereof. [OXFORD TRANSFEREE] By: Name: Title: THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD, SOLD OR OTHERWISE TRANSFERRED, PLEDGEDPLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED IN THE OPINION OF EXCEPT PURSUANT LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, REGULATION S OR AN EXEMPTION FROM REGISTRATION AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER OF THE THESE SECURITIES, A COPY OF WHICH SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUEREXEMPT FROM REGISTRATION. This Warrant is issued in connection with that certain Subscription Agreement (the “Subscription Agreement”) by and among LITHIUM TECHNOLOGY CORPORATIONCompany: Clarus Therapeutics, Inc., a Delaware corporation (the “Company”)Number of Shares: 12,229, and (the “Investor”). Capitalized terms used herein, but not otherwise defined, shall have the meaning given subject to them in the Subscription Agreement. THIS CERTIFIES THAT, for value received, the Investor or its registered assigns is entitled to purchase from the Company at any time or from time to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid and nonassessable share adjustment Class of the Company’s Common Stock: Series D Convertible Preferred Stock, $.01 0.001 par value per share (the “Common Stock”) for each share of Common Stock issued upon conversion of the Series B Preferred Stock purchased by the Investor pursuant Warrant Price: $4.497407693, subject to the Subscription Agreement (the “Series B Preferred Stock”)adjustment Issue Date: April 9, at an exercise price per share of Common Stock equal to 150% of the conversion price of the Series B Preferred Stock then in effect upon conversion of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”).2013 Expiration Date: April 9, 2023

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned hereby sells, assigns, assigns and transfers all the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, Warrant(s) represented by this Certificate to: Name, Address and hereby Zip Code of Assignee and irrevocably constitutes and appoints Name of Agent as its agent and attorney-in-fact to transfer said this Warrant Certificate on the books of the within-named corporation, with full power Warrant Agent. Date: [ ] Name of substitution in the premises. Dated: , 200 In the presence ofAssignor By: Name: SignatureTitle: Title of Signing Officer or Agent (if any): Address: NoteSign exactly as your name appears on this Certificate) NOTICE: The above signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature should correspond exactly with the name on the face of the within Warrantguarantee medallion program), if applicable pursuant to S.E.C. Rule 17Ad-15. No. CUSIP NO. 81809A 134 UNLESS THIS GLOBAL WARRANT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO SEVENTY SEVEN ENERGY INC. (THE SECURITIES ACT “COMPANY”), THE CUSTODIAN OR ITS AGENT FOR REGISTRATION OF 1933TRANSFER, AS AMENDEDEXCHANGE, OR PAYMENT, AND MAY NOT BE OFFEREDANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), SOLDANY TRANSFER, TRANSFERREDPLEDGE, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHER USE HEREOF FOR VALUE OR OTHERWISE DISPOSED BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFER OF EXCEPT PURSUANT THIS GLOBAL WARRANT SHALL BE LIMITED TO AN EFFECTIVE REGISTRATION STATEMENT UNDER TRANSFERS IN WHOLE, AND NOT IN PART, TO THE ACTCOMPANY, REGULATION S OR AN EXEMPTION FROM REGISTRATION DTC, THEIR SUCCESSORS AND OTHERWISE IN ACCORDANCE WITH THE TERMS THEIR RESPECTIVE NOMINEES. NUMBER OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER OF THE SECURITIESWARRANTS: Initially, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. This Warrants, subject to adjustment as described in the Warrant is issued in connection with that certain Subscription Agreement dated as of August 1, 2016 between Seventy Seven Energy Inc. and Computershare Inc. (the “Subscription AgreementComputershare”) by and among LITHIUM TECHNOLOGY CORPORATION), a Delaware corporation corporation, and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively, with Computershare, as the Warrant Agent (as supplemented or amended, the “CompanyWarrant Agreement”), and (the “Investor”)each of which is exercisable for one Common Share. Capitalized terms used hereinEXERCISE PRICE: Initially, but not otherwise defined$86.93 per Warrant, shall have the meaning given subject to them adjustment as described in the Subscription Warrant Agreement. THIS CERTIFIES THAT, for value received, the Investor or its registered assigns is entitled to purchase from the Company at any time or from time to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid and nonassessable share of the Company’s Common Stock, $.01 par value per share (the “Common Stock”) for each share of Common Stock issued upon conversion of the Series B Preferred Stock purchased by the Investor pursuant to the Subscription Agreement (the “Series B Preferred Stock”), at an exercise price per share of Common Stock equal to 150% of the conversion price of the Series B Preferred Stock then in effect upon conversion of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”).

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received, the undersigned hereby sells, assigns, assigns and transfers all unto __________________________________ the rights of right represented by the undersigned under the within Warrant, with respect enclosed Warrant to the number of purchase _________________ shares of Common Stock covered thereby set forth hereinbelowof Eagle Telecom International, to: Inc. to which the enclosed Warrant relates, and hereby irrevocably constitutes and appoints as agent and attorney-in-fact _____________________ Attorney to transfer said Warrant such right on the books of the within-named corporationEagle Telecom International, Inc. with full power of substitution in the premises. Dated: The undersigned represents and warrants that the transfer of the enclosed Warrant is permitted by the terms of the Warrant Agreement pursuant to which the enclosed Warrant has been issued, 200 In and the presence of: Name: Signature: Title transferee hereof, by his acceptance of Signing Officer or Agent (if any): Address: Note: The above signature should correspond exactly this Agreement, represents and warrants that he is familiar with the terms of said Warrant Agreement and agrees to be bound by the terms thereof with the same force and effect as if a signatory thereto. Dated:_________________________ -------------------------------------- (Signature must conform in all respects to name of holder as specified on the face of the within enclosed Warrant, if applicable THE ) -------------------------------------- (Address) Signed in the presence of: ------------------------------------ EXHIBIT A WARRANT THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER UNDER: (A) THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER IN RELIANCE UPON THE ACT, REGULATION S OR AN EXEMPTION EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND OTHERWISE 4 OF SUCH ACT AND REGULATION D PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN ACCORDANCE WITH RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE WARRANTS MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER ACCOUNT OF THE SECURITIESINVESTOR, A COPY OF WHICH IS ON FILE AT AND NEITHER THE PRINCIPAL EXECUTIVE OFFICE OF WARRANTS NOR THE ISSUERUNDERLYING STOCK MAY BE TRANSFERRED OR EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES AND OTHER LAWS. Warrant No. 4 To Purchase 28,000 Shares of Common Stock EAGLE TELECOM INTERNATIONAL, INC. Incorporated Under the Laws of Texas This Warrant is issued in connection with that certain Subscription Agreement (the “Subscription Agreement”) by and among LITHIUM TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), and (the “Investor”). Capitalized terms used herein, but not otherwise defined, shall have the meaning given to them in the Subscription Agreement. THIS CERTIFIES THATcertifies that, for value received, the Investor or its hereafter named registered assigns owner is entitled entitled, subject to the terms and conditions of this Warrant, until the expiration date, to purchase the number of shares set forth above of the common stock (the "Common Stock"), of Eagle Telecom International, Inc. (the "Corporation") from the Company Corporation at any time or from time the purchase price per share hereafter set forth, on delivery of this Warrant to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid Corporation with the exercise form duly executed and nonassessable share payment of the Company’s Common Stock, $.01 par value per share purchase price (in cash or by certified or bank cashier's check payable to the “Common Stock”order of the Corporation) for each share of Common Stock issued upon conversion purchased. This Warrant is subject to the terms of the Series B Preferred Stock purchased by Warrant Agreement between the Investor pursuant parties thereto dated as of July 31, 1996, the terms of which are hereby incorporated herein. Reference is hereby made to the Subscription such Warrant Agreement (the “Series B Preferred Stock”), at an exercise price per share of Common Stock equal to 150% for a further statement of the conversion price rights of the Series B Preferred Stock then in effect upon conversion holder of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”)this Warrant.

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned hereby sells, assigns, assigns and transfers all the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, Warrant(s) represented by this Certificate to: Name, Address and hereby Zip Code of Assignee and irrevocably constitutes and appoints Name of Agent as its agent and attorney-in-fact to transfer said this Warrant Certificate on the books of the within-named corporation, with full power Warrant Agent. Date: [ ] Name of substitution in the premises. Dated: , 200 In the presence ofAssignor By: Name: SignatureTitle: Title of Signing Officer or Agent (if any): Address: NoteSign exactly as your name appears on this Certificate) NOTICE: The above signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature should correspond exactly with the name on the face of the within Warrantguarantee medallion program), if applicable pursuant to S.E.C. Rule 17Ad-15. No. CUSIP NO. 81809A 126 UNLESS THIS GLOBAL WARRANT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO SEVENTY SEVEN ENERGY INC. (THE SECURITIES ACT “COMPANY”), THE CUSTODIAN OR ITS AGENT FOR REGISTRATION OF 1933TRANSFER, AS AMENDEDEXCHANGE, OR PAYMENT, AND MAY NOT BE OFFEREDANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), SOLDANY TRANSFER, TRANSFERREDPLEDGE, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHER USE HEREOF FOR VALUE OR OTHERWISE DISPOSED BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFER OF EXCEPT PURSUANT THIS GLOBAL WARRANT SHALL BE LIMITED TO AN EFFECTIVE REGISTRATION STATEMENT UNDER TRANSFERS IN WHOLE, AND NOT IN PART, TO THE ACTCOMPANY, REGULATION S OR AN EXEMPTION FROM REGISTRATION DTC, THEIR SUCCESSORS AND OTHERWISE IN ACCORDANCE WITH THE TERMS THEIR RESPECTIVE NOMINEES. NUMBER OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER OF THE SECURITIESWARRANTS: Initially, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. This Warrants, subject to adjustment as described in the Warrant is issued in connection with that certain Subscription Agreement (the “Subscription Agreement”) by dated as of August 1, 2016 between Seventy Seven Energy Inc. and among LITHIUM TECHNOLOGY CORPORATIONComputershare Inc., a Delaware corporation corporation, and its wholly owned subsidiary, Computershare Inc. (the “CompanyComputershare”), a Delaware corporation, and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively, with Computershare, as the Warrant Agent (as supplemented or amended, the “Investor”). Capitalized terms used herein, but not otherwise defined, shall have the meaning given to them in the Subscription Warrant Agreement. THIS CERTIFIES THAT, for value received, the Investor or its registered assigns is entitled to purchase from the Company at any time or from time to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid and nonassessable share of the Company’s Common Stock, $.01 par value per share (the “Common Stock”) for each share of Common Stock issued upon conversion of the Series B Preferred Stock purchased by the Investor pursuant to the Subscription Agreement (the “Series B Preferred Stock”), at an exercise price each of which is exercisable for one Common Share. EXERCISE PRICE: Initially, $69.08 per share of Common Stock equal Warrant, subject to 150% of adjustment as described in the conversion price of the Series B Preferred Stock then in effect upon conversion of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”)Warrant Agreement.

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received, the undersigned hereby sells, assigns, assigns and transfers all unto __________________________________ the rights of right represented by the undersigned under the within Warrant, with respect enclosed Warrant to the number of purchase _________________ shares of Common Stock covered thereby set forth hereinbelowof Eagle Telecom International, to: Inc. to which the enclosed Warrant relates, and hereby irrevocably constitutes and appoints as agent and attorney-in-fact _____________________ Attorney to transfer said Warrant such right on the books of the within-named corporationEagle Telecom International, Inc. with full power of substitution in the premises. Dated: The undersigned represents and warrants that the transfer of the enclosed Warrant is permitted by the terms of the Warrant Agreement pursuant to which the enclosed Warrant has been issued, 200 In and the presence of: Name: Signature: Title transferee hereof, by his acceptance of Signing Officer or Agent (if any): Address: Note: The above signature should correspond exactly this Agreement, represents and warrants that he is familiar with the terms of said Warrant Agreement and agrees to be bound by the terms thereof with the same force and effect as if a signatory thereto. Dated:_________________________ -------------------------------------------- (Signature must conform in all respects to name of holder as specified on the face of the within enclosed Warrant, if applicable THE ) -------------------------------------------- (Address) Signed in the presence of: ------------------------------------ EXHIBIT A WARRANT THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER UNDER: (A) THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER IN RELIANCE UPON THE ACT, REGULATION S OR AN EXEMPTION EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND OTHERWISE 4 OF SUCH ACT AND REGULATION D PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN ACCORDANCE WITH RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE WARRANTS MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER ACCOUNT OF THE SECURITIESINVESTOR, A COPY OF WHICH IS ON FILE AT AND NEITHER THE PRINCIPAL EXECUTIVE OFFICE OF WARRANTS NOR THE ISSUERUNDERLYING STOCK MAY BE TRANSFERRED OR EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES AND OTHER LAWS. Warrant No. 2 To Purchase 110,000 Shares of Common Stock EAGLE TELECOM INTERNATIONAL, INC. Incorporated Under the Laws of Texas This Warrant is issued in connection with that certain Subscription Agreement (the “Subscription Agreement”) by and among LITHIUM TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), and (the “Investor”). Capitalized terms used herein, but not otherwise defined, shall have the meaning given to them in the Subscription Agreement. THIS CERTIFIES THATcertifies that, for value received, the Investor or its hereafter named registered assigns owner is entitled entitled, subject to the terms and conditions of this Warrant, until the expiration date, to purchase the number of shares set forth above of the common stock (the "Common Stock"), of Eagle Telecom International, Inc. (the "Corporation") from the Company Corporation at any time or from time the purchase price per share hereafter set forth, on delivery of this Warrant to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid Corporation with the exercise form duly executed and nonassessable share payment of the Company’s Common Stock, $.01 par value per share purchase price (in cash or by certified or bank cashier's check payable to the “Common Stock”order of the Corporation) for each share of Common Stock issued upon conversion purchased. This Warrant is subject to the terms of the Series B Preferred Stock purchased by Warrant Agreement between the Investor pursuant parties thereto dated as of July 31, 1996, the terms of which are hereby incorporated herein. Reference is hereby made to the Subscription such Warrant Agreement (the “Series B Preferred Stock”), at an exercise price per share of Common Stock equal to 150% for a further statement of the conversion price rights of the Series B Preferred Stock then in effect upon conversion holder of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”)this Warrant.

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned hereby sells, assigns, assigns and transfers all the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, Warrant(s) represented by this Certificate to: Name, Address and hereby Zip Code of Assignee and irrevocably constitutes and appoints Name of Agent as its agent and attorney-in-fact to transfer said this Warrant Certificate on the books of the within-named corporation, with full power Warrant Agent. Date: [ ] Name of substitution in the premises. Dated: , 200 In the presence ofAssignor By: Name: SignatureTitle: Title of Signing Officer or Agent (if any): Address: NoteSign exactly as your name appears on this Certificate) NOTICE: The above signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature should correspond exactly with the name on the face of the within Warrantguarantee medallion program), if applicable THE SECURITIES REPRESENTED pursuant to S.E.C. Rule 17Ad-15. FORM OF 5-YEAR GLOBAL WARRANT CERTIFICATE ▇▇. ▇ UNLESS THIS GLOBAL WARRANT IS PRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, REGULATION S OR AN EXEMPTION FROM REGISTRATION AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER AUTHORIZED REPRESENTATIVE OF THE SECURITIESDEPOSITORY TRUST COMPANY, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. This Warrant is issued in connection with that certain Subscription Agreement NEW YORK CORPORATION (the “Subscription Agreement”) by and among LITHIUM TECHNOLOGY CORPORATION, a Delaware corporation (the “CompanyDTC”), and TO KEY ENERGY SERVICES, INC. (the THE “Investor”). Capitalized terms used herein, but not otherwise defined, shall have the meaning given to them in the Subscription Agreement. THIS CERTIFIES THAT, for value received, the Investor or its registered assigns is entitled to purchase from the Company at any time or from time to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid and nonassessable share of the Company’s Common Stock, $.01 par value per share (the “Common Stock”) for each share of Common Stock issued upon conversion of the Series B Preferred Stock purchased by the Investor pursuant to the Subscription Agreement (the “Series B Preferred StockCOMPANY”), at an exercise price per share THE CUSTODIAN OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFER OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO THE COMPANY, DTC, THEIR SUCCESSORS AND THEIR RESPECTIVE NOMINEES. NUMBER OF WARRANTS: Initially, 899,700 Warrants, subject to adjustment as described in the Warrant Agreement dated as of Common December 15, 2016 between Key Energy Services, Inc. and American Stock equal to 150% of the conversion price of the Series B Preferred Stock then in effect upon conversion of any shares of Series B Preferred Stock by the Investor Transfer & Trust Company, LLC, as Warrant Agent (as supplemented or amended, the “Series B Preferred Stock Conversion”) from time to time (the “Exercise PriceWarrant Agreement”)., each of which is exercisable for one Common Share. EXERCISE PRICE: Initially, $54.40 per Warrant, subject to adjustment as described in the Warrant Agreement. FORM OF SETTLEMENT:

FORM OF ASSIGNMENT. (To be signed only upon assignment of Warrant) FOR VALUE RECEIVED, the undersigned hereby sells, assigns, assigns and transfers all the rights unto: ---------------------------------- ---------------------------------- ---------------------------------- (Name and address of the undersigned assignee must be printed or typewritten) ___________ shares of Oryx Technology Corp. Common Stock purchasable under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, to: , and hereby irrevocably constitutes constituting and appoints as agent and attorney-in-fact appointing _______________ Attorney to transfer said Warrant on the books of the within-named corporationCompany, with full power of substitution in the premises. Dated: , 200 In the presence of: Name: Signature: Title -------------- ------------------------------- (Signature of Signing Officer or Agent (if any): Address: Note: The above signature should correspond exactly with the name on the face of the within Warrant, if applicable Registered Owner) THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE PURCHASABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED AND WILL BE, AS THE CASE MAY BE, ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTOF, REGULATION S UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER REQUIREMENTS OF THE SECURITIESACT IS AVAILABLE FOR SUCH SALE, A COPY TRANSFER, OR DISPOSITION. WARRANT TO PURCHASE COMMON STOCK OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUERORYX TECHNOLOGY CORP. This Warrant WARRANT #C -070701__ FOR VALUE RECEIVED, subject to the terms and conditions herein set forth, Newport Capital Consultants Inc. ("Holder") is issued in connection with that certain Subscription Agreement (the “Subscription Agreement”) by and among LITHIUM TECHNOLOGY CORPORATIONentitled to purchase from Oryx Technology Corp., a Delaware corporation (the “"Company”"), and (the “Investor”). Capitalized terms used herein, but not otherwise defined, shall have the meaning given to them in the Subscription Agreement. THIS CERTIFIES THAT, for value received, the Investor or its registered assigns is entitled to purchase from the Company at any time or from time prior to time during the period specified Expiration Date (as defined below), at a price per share as set forth in Paragraph 2 Section 1 hereof one-half (1/2) the "Warrant Price"), the number of fully paid and nonassessable share of the Company’s Common Stock, $.01 par value per share (the “Common Stock”) for each share non-assessable shares of Common Stock issued upon conversion of the Series B Preferred Stock purchased by the Investor pursuant to the Subscription Agreement Company as set forth in Section 2 hereof (the “Series B Preferred Stock”), at an exercise price per share of Common Stock equal to 150% of the conversion price of the Series B Preferred Stock then in effect upon conversion of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”"Shares").

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned hereby sells, assigns, assigns and transfers all the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, Warrant(s) represented by this Certificate to: Name, Address and hereby Zip Code of Assignee and irrevocably constitutes and appoints Name of Agent as its agent and attorney-in-fact to transfer said this Warrant Certificate on the books of the within-named corporation, with full power Warrant Agent. Date: [ ] Name of substitution in the premises. Dated: , 200 In the presence ofAssignor By: Name: SignatureTitle: Title of Signing Officer or Agent (if any): Address: NoteSign exactly as your name appears on this Certificate) NOTICE: The above signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature should correspond exactly with the name on the face of the within Warrantguarantee medallion program), if applicable THE SECURITIES REPRESENTED pursuant to S.E.C. Rule 17Ad-15. A-6 ▇▇. ▇ UNLESS THIS GLOBAL WARRANT IS PRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, REGULATION S OR AN EXEMPTION FROM REGISTRATION AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER AUTHORIZED REPRESENTATIVE OF THE SECURITIESDEPOSITORY TRUST COMPANY, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. This Warrant is issued in connection with that certain Subscription Agreement NEW YORK CORPORATION (the “Subscription Agreement”) by and among LITHIUM TECHNOLOGY CORPORATION, a Delaware corporation (the “CompanyDTC”), and TO SWIFT ENERGY COMPANY (the THE “Investor”). Capitalized terms used herein, but not otherwise defined, shall have the meaning given to them in the Subscription Agreement. THIS CERTIFIES THAT, for value received, the Investor or its registered assigns is entitled to purchase from the Company at any time or from time to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid and nonassessable share of the Company’s Common Stock, $.01 par value per share (the “Common Stock”) for each share of Common Stock issued upon conversion of the Series B Preferred Stock purchased by the Investor pursuant to the Subscription Agreement (the “Series B Preferred StockCOMPANY”), at an exercise price per share THE CUSTODIAN OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFER OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO THE COMPANY, DTC, THEIR SUCCESSORS AND THEIR RESPECTIVE ▇▇▇▇▇▇▇▇. B-1 NUMBER OF ▇▇▇▇▇▇▇▇: Initially, 2,142,857 Warrants, subject to adjustment as described in the Warrant Agreement dated as of Common April 22, 2016 between Swift Energy Company and American Stock equal to 150% of the conversion price of the Series B Preferred Stock then in effect upon conversion of any shares of Series B Preferred Stock by the Investor Transfer & Trust Company, LLC, as Warrant Agent (as supplemented or amended, the “Series B Preferred Stock Conversion”) from time to time (the “Exercise PriceWarrant Agreement”)., each of which is exercisable for one Common Share. EXERCISE PRICE: Initially, $86.18 per Warrant, subject to adjustment as described in the Warrant Agreement. FORM OF SETTLEMENT:

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received, the undersigned hereby sells, assigns, assigns and transfers all unto __________________________________ the rights of right represented by the undersigned under the within Warrant, with respect enclosed Warrant to the number of purchase _________________ shares of Common Stock covered thereby set forth hereinbelowof Eagle Telecom International, to: Inc. to which the enclosed Warrant relates, and hereby irrevocably constitutes and appoints as agent and attorney-in-fact _____________________ Attorney to transfer said Warrant such right on the books of the within-named corporationEagle Telecom International, Inc. with full power of substitution in the premises. Dated: The undersigned represents and warrants that the transfer of the enclosed Warrant is permitted by the terms of the Warrant Agreement pursuant to which the enclosed Warrant has been issued, 200 In and the presence of: Name: Signature: Title transferee hereof, by his acceptance of Signing Officer or Agent (if any): Address: Note: The above signature should correspond exactly this Agreement, represents and warrants that he is familiar with the terms of said Warrant Agreement and agrees to be bound by the terms thereof with the same force and effect as if a signatory thereto. Dated:_________________________ -------------------------------------- (Signature must conform in all respects to name of holder as specified on the face of the within enclosed Warrant, if applicable THE ) -------------------------------------- (Address) Signed in the presence of: ------------------------------------ EXHIBIT A WARRANT THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER UNDER: (A) THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER IN RELIANCE UPON THE ACT, REGULATION S OR AN EXEMPTION EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND OTHERWISE 4 OF SUCH ACT AND REGULATION D PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN ACCORDANCE WITH RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE WARRANTS MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER ACCOUNT OF THE SECURITIESINVESTOR, A COPY OF WHICH IS ON FILE AT AND NEITHER THE PRINCIPAL EXECUTIVE OFFICE OF WARRANTS NOR THE ISSUERUNDERLYING STOCK MAY BE TRANSFERRED OR EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES AND OTHER LAWS. Warrant No. 2 To Purchase 166,667 Shares of Common Stock EAGLE TELECOM INTERNATIONAL, INC. Incorporated Under the Laws of Texas This Warrant is issued in connection with that certain Subscription Agreement (the “Subscription Agreement”) by and among LITHIUM TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), and (the “Investor”). Capitalized terms used herein, but not otherwise defined, shall have the meaning given to them in the Subscription Agreement. THIS CERTIFIES THATcertifies that, for value received, the Investor or its hereafter named registered assigns owner is entitled entitled, subject to the terms and conditions of this Warrant, until the expiration date, to purchase the number of shares set forth above of the common stock (the "Common Stock"), of Eagle Telecom International, Inc. (the "Corporation") from the Company Corporation at any time or from time the purchase price per share hereafter set forth, on delivery of this Warrant to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid Corporation with the exercise form duly executed and nonassessable share payment of the Company’s Common Stock, $.01 par value per share purchase price (in cash or by certified or bank cashier's check payable to the “Common Stock”order of the Corporation) for each share of Common Stock issued upon conversion purchased. This Warrant is subject to the terms of the Series B Preferred Stock purchased by Warrant Agreement between the Investor pursuant parties thereto dated as of November 25, 1996, the terms of which are hereby incorporated herein. Reference is hereby made to the Subscription such Warrant Agreement (the “Series B Preferred Stock”), at an exercise price per share of Common Stock equal to 150% for a further statement of the conversion price rights of the Series B Preferred Stock then in effect upon conversion holder of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”)this Warrant.

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received, the undersigned Oxford Finance LLC hereby sells, assigns, assigns and transfers unto Name: [OXFORD TRANSFEREE] Address: Tax ID: that certain Warrant to Purchase Stock issued by [BORROWER] (the “Company”), on [ISSUE DATE] (the “Warrant”) together with all the rights of the undersigned under the within Warrantrights, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, to: , title and hereby irrevocably constitutes and appoints as agent and attorney-in-fact to transfer said Warrant on the books of the within-named corporation, with full power of substitution in the premisesinterest therein. Dated: , 200 In the presence ofOXFORD FINANCE LLC By: Name: SignatureTitle: Title of Signing Officer or Agent (if any): AddressDate: Note: The above signature should correspond exactly with By its execution below, and for the name on the face benefit of the within WarrantCompany, if applicable [OXFORD TRANSFEREE] hereby makes each of the representations and warranties set forth in Article 4 of the Warrant as of the date hereof and agrees to be bound by all provisions of the Warrant as the Holder thereof. [OXFORD TRANSFEREE] By: Name: Title: THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED PLEDGED OR OTHERWISE DISPOSED TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF EXCEPT PURSUANT LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, REGULATION S OR AN EXEMPTION FROM REGISTRATION AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER OF THE SECURITIES, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION. This Warrant is issued in connection with that certain Subscription Agreement (the “Subscription Agreement”) by and among LITHIUM TECHNOLOGY CORPORATIONCompany: TransEnterix, Inc., a Delaware corporation (the “Company”)Number of Shares: 242,424, and (the “Investor”). Capitalized terms used herein, but not otherwise defined, shall have the meaning given subject to them in the Subscription Agreement. THIS CERTIFIES THAT, for value received, the Investor or its registered assigns is entitled to purchase from the Company at any time or from time to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid and nonassessable share adjustment as provided herein Type/Series of the Company’s Common Stock: Series B-1 Convertible Preferred Stock, $.01 0.001 par value per share (the “Common Stock”) for each share of Common Stock issued upon conversion of the Series B Preferred Stock purchased by the Investor pursuant Warrant Price: $0.33 per Share, subject to the Subscription Agreement (the “Series B Preferred Stock”)adjustment as provided herein Issue Date: January 17, at an exercise price per share of Common Stock equal to 150% of the conversion price of the Series B Preferred Stock then in effect upon conversion of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”2012 Expiration Date: January 16, 2022 See also Section 5.1(b).

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received, the undersigned Oxford Finance LLC hereby sells, assigns, assigns and transfers unto Name: [OXFORD TRANSFEREE] Address: Tax ID: that certain Warrant to Purchase Stock issued by [BORROWER] (the “Company”), on [ISSUE DATE] (the “Warrant”) together with all the rights of the undersigned under the within Warrantrights, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, to: , title and hereby irrevocably constitutes and appoints as agent and attorney-in-fact to transfer said Warrant on the books of the within-named corporation, with full power of substitution in the premisesinterest therein. Dated: , 200 In the presence ofOXFORD FINANCE LLC By: Name: SignatureTitle: Title of Signing Officer or Agent (if any): AddressDate: Note: The above signature should correspond exactly with By its execution below, and for the name on the face benefit of the within WarrantCompany, if applicable [OXFORD TRANSFEREE] hereby makes each of the representations and warranties set forth in Article 4 of the Warrant as of the date hereof and agrees to be bound by all provisions of the Warrant as the Holder thereof. [OXFORD TRANSFEREE] By: Name: Title: THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED PLEDGED OR OTHERWISE DISPOSED TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF EXCEPT PURSUANT LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, REGULATION S OR AN EXEMPTION FROM REGISTRATION AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER OF THE SECURITIES, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION. This Warrant is issued in connection with that certain Subscription Agreement (the “Subscription Agreement”) by and among LITHIUM TECHNOLOGY CORPORATIONCompany: TransEnterix, Inc., a Delaware corporation (the “Company”), and (the “Investor”). Capitalized terms used herein, but not otherwise defined, shall have the meaning given to them in the Subscription Agreement. THIS CERTIFIES THAT, for value received, the Investor or its registered assigns is entitled to purchase from the Company at any time or from time to time during the period specified Number of Shares: As set forth in Paragraph 2 hereof one-half (1/2) fully paid and nonassessable share A below Type/Series of the Company’s Common Stock: Series B-1 Convertible Preferred Stock, $.01 0.001 par value per share (the “Common Stock”) for each share of Common Stock issued upon conversion of the Series B Preferred Stock purchased by the Investor pursuant Warrant Price: $0.33 per Share, subject to the Subscription Agreement (the “Series B Preferred Stock”)adjustment as provided herein Issue Date: January 17, at an exercise price per share of Common Stock equal to 150% of the conversion price of the Series B Preferred Stock then in effect upon conversion of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”2012 Expiration Date: January 16, 2022 See also Section 5.1(b).

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned hereby sells, assigns, assigns and transfers unto the Assignee named below all of the rights of the undersigned under represented by the within WarrantWarrant Certificate, with respect to the number of shares of Common Stock covered thereby Warrants set forth hereinbelow, tobelow: , Name of Assignee Address No. of Warrants ---------------- ------- --------------- and does hereby irrevocably constitutes constitute and appoints as agent and attorney-in-fact appoint Attorney to make such transfer said Warrant on the books of the within-named corporationInternational Sports Wagering Inc. maintained for that purpose, with full power of substitution in the premises. Dated: :__________, 200 In the presence of: Name: Signature: Title 19__. _____________________________________ ___________________________________ (Insert Social Security or Signature other identifying number of Signing Officer or Agent holder) (if any): Address: Note: The above signature should correspond exactly with the Signature must conform in all respects to name of holder as specified on the face of the within WarrantWarrant Certificate.) Signature Guaranteed: Exhibit B [FORM OF REPRESENTATIVE'S WARRANT CERTIFICATE] No.________ _________ Warrants INTERNATIONAL SPORTS WAGERING INC. COMMON STOCK PURCHASE WARRANT CERTIFICATE NOT EXERCISABLE BEFORE 9:30 A.M., if applicable NEW YORK CITY TIME, ON [TWO YEARS AFTER EFFECTIVE DATE] 1998, OR AFTER 5:00 P.M. NEW YORK CITY TIME, ON [THE SECURITIES REPRESENTED BY EFFECTIVE DATE], 2001 THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, REGULATION S OR AN EXEMPTION FROM REGISTRATION AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER OF THE SECURITIES, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. This Warrant CERTIFIES that: or registered assigns is issued in connection with that certain Subscription Agreement the registered holder (the “Subscription Agreement”"Registered Holder") by of the number of Warrants set forth above, each of which represents the right to purchase one fully paid and among LITHIUM TECHNOLOGY CORPORATIONnonassessable share of Common Stock, par value $0.001 per share (the "Common Stock"), of INTERNATIONAL SPORTS WAGERING INC., a Delaware corporation (the “"Company”"), at the initial exercise price (the "Exercise Price") of $_____, at any time after the shares of Common Stock issuable upon exercise of the Warrants evidenced hereby have been registered under the Securities Act of 1933, as amended, or such other action as may be required by federal or state law relating to the issuance or distribution of securities shall have been taken, but not before 9:30 A.M., New York City time, on [two years after the effective date], 1998, or such earlier date (i) as Barington Capital Group, L.P. may determine or (ii) 30 days after the Company may determine at any time after one year, provided, that the last sale price of the Units has been at least 200% of the initial Unit offering price for a period of 15 consecutive trading days ending within 15 days of such Company determination or after the Expiration Date hereinafter referred to, by surrendering this Warrant Certificate, with the Form of Election to Purchase set forth hereon duly executed at the office maintained pursuant to the Warrant Agreement hereinafter referred to for that purpose to American Stock Transfer & Trust Company, or its successor as warrant agent (any such warrant agent being herein called the "Warrant Agent"), and by paying in full the Exercise Price, plus transfer taxes, if any. Payment of the Exercise Price shall be made in United States currency, by certified check or money order payable to the order of the Company. Upon certain events provided for in the Warrant Agreement hereinafter referred to, the Exercise Price and the number of shares of Common Stock issuable upon the exercise of each Warrant are required to be adjusted. No Warrant may be exercised after 5:00 P.M., New York City time, on the expiration date (the “Investor”)"Expiration Date") which will be [THE EFFECTIVE DATE], 2001. Capitalized All Warrants evidenced hereby shall thereafter become void. Prior to the Expiration Date, subject to any applicable laws, rules or regulations restricting transferability and to any restriction on transferability that may appear on this Warrant Certificate in accordance with the terms used hereinof the Warrant Agreement hereinafter referred to, but not otherwise definedthe Registered Holder shall be entitled to transfer this Warrant Certificate in whole or in part upon surrender of this Warrant Certificate at the office of the Warrant Agent maintained for that purpose with the Form of Assignment set forth hereon duly executed, shall have the meaning given to them with signatures guaranteed by a member firm of a national securities exchange, a commercial bank or a trust company located in the Subscription AgreementUnited States, or a member of the National Association of Securities Dealers, Inc., or other eligible guarantor institution which is a participant in a signature guarantee program (as such terms are defined in Reg. THIS CERTIFIES THAT240.17Ad-15 under the Securities Exchange Act of 1934, for value receivedas amended) acceptable to the Warrant Agent. Upon any such transfer, a new Warrant Certificate or Warrant Certificates representing the same aggregate number of Warrants will be issued in accordance with instructions in the form of assignment. Upon the exercise of less than all of the Warrants evidenced by this Warrant Certificate, there shall be issued to the Registered Holder a new Warrant Certificate in respect of the Warrants not exercised. No fractional shares will be issued upon the exercise of Warrants. As to any final fraction of a share which the Registered Holder of one or more Warrant Certificates, the Investor or its registered assigns is rights under which are exercised in the same transaction, would otherwise be entitled to purchase from upon such exercise, the Company at shall pay the cash value thereof determined as provided in the Warrant Agreement hereinafter referred to. This Warrant Certificate is issued under and in accordance with the Warrant Agreement, dated as of ____________, 1996, between the Company and the Warrant Agent (the "Warrant Agreement"), and is subject to the terms and provisions contained in said Warrant Agreement, to all of which terms and provisions the Registered Holder consents by acceptance hereof. This Warrant Certificate shall not entitle the Registered Holder to any time or from time to time during of the period specified in Paragraph 2 hereof one-half (1/2) fully paid and nonassessable share rights of a shareholder of the Company’s Common Stock, $.01 par value per share (including, without limitation, the “Common Stock”) for each share right to vote, to receive dividends and other distributions, or to attend or receive any notice of Common Stock issued upon conversion meetings of shareholders or any other proceedings of the Series B Preferred Stock purchased Company. This Warrant Certificate shall not be valid for any purpose until it shall have been countersigned by the Investor pursuant to the Subscription Agreement (the “Series B Preferred Stock”), at an exercise price per share of Common Stock equal to 150% of the conversion price of the Series B Preferred Stock then in effect upon conversion of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”)Warrant Agent.

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned hereby sells, assigns, assigns and transfers all the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, Warrant(s) represented by this Certificate to: Name, Address and hereby Zip Code of Assignee and irrevocably constitutes and appoints Name of Agent as its agent and attorney-in-fact to transfer said this Warrant Certificate on the books of the within-named corporation, with full power Warrant Agent. Date: [ ] Name of substitution in the premises. Dated: , 200 In the presence ofAssignor By: Name: SignatureTitle: Title of Signing Officer or Agent (if any): Address: NoteSign exactly as your name appears on this Certificate) NOTICE: The above signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature should correspond exactly guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. SCHEDULE OF INCREASES OR DECREASES IN 5-YEAR GLOBAL WARRANTS The initial Number of 5-Year Global Warrants is 899,700. In accordance with the name on Warrant Agreement dated as of December 15, 2016 among the face Company and American Stock Transfer & Trust Company, LLC, as Warrant Agent, the following increases or decreases in the Number of the within Warrant, if applicable 5-Year Global Warrants have been made: Date Amount of increase in Number of 5-Year Global Warrants evidenced by this Global Warrant Amount of decrease in Number of 5-Year Global Warrants evidenced by this Global Warrant Number of 5-Year Global Warrants evidenced by this Global Warrant following such decrease or increase Signature of authorized signatory FORM OF 5-YEAR INDIVIDUAL WARRANT CERTIFICATE [FACE] No. [●] CUSIP NO. 49309J 129 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ARE SUBJECT TO VARIOUS TERMS, PROVISIONS AND CONDITIONS, INCLUDING CERTAIN RESTRICTIONS ON THE SALE, TRANSFER, ASSIGNMENT, DISTRIBUTION OR OTHER DISPOSITION (EACH, A “TRANSFER”) OF THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE, IN THAT CERTAIN WARRANT AGREEMENT DATED AS OF 1933DECEMBER 15, AS AMENDED2016 (THE “WARRANT AGREEMENT”), BETWEEN THE COMPANY AND MAY THE WARRANT AGENT NAMED THEREIN. THE COMPANY WILL NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED REGISTER THE TRANSFER OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ON THE ACT, REGULATION S OR AN EXEMPTION FROM REGISTRATION BOOKS OF THE COMPANY UNLESS AND OTHERWISE UNTIL THE TRANSFER HAS BEEN MADE IN ACCORDANCE COMPLIANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER OF THE SECURITIES, WARRANT AGREEMENT. A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE WARRANT AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE ISSUERISSUER OF THIS CERTIFICATE. This NUMBER OF WARRANTS: Initially, [●] Warrants, subject to adjustment as described in the Warrant is issued in connection with that certain Subscription Agreement dated as of December 15, 2016 between Key Energy Services, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as supplemented or amended, the “Subscription Warrant Agreement”) by and among LITHIUM TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), and (the “Investor”)each of which is exercisable for one Common Share. Capitalized terms used hereinEXERCISE PRICE: Initially, but not otherwise defined$54.40 per Warrant, shall have the meaning given subject to them adjustment as described in the Subscription Warrant Agreement. THIS CERTIFIES THAT, for value received, the Investor or its registered assigns is entitled to purchase from the Company at any time or from time to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid and nonassessable share of the Company’s Common Stock, $.01 par value per share (the “Common Stock”) for each share of Common Stock issued upon conversion of the Series B Preferred Stock purchased by the Investor pursuant to the Subscription Agreement (the “Series B Preferred Stock”), at an exercise price per share of Common Stock equal to 150% of the conversion price of the Series B Preferred Stock then in effect upon conversion of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”).

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned hereby sells, assigns, assigns and transfers all the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, Warrant(s) represented by this Certificate to: Name, Address and hereby Zip Code of Assignee and irrevocably constitutes and appoints Name of Agent as its agent and attorney-in-fact to transfer said this Warrant Certificate on the books of the within-named corporation, with full power Warrant Agent. Date: [ ] Name of substitution in the premises. Dated: , 200 In the presence ofAssignor By: Name: SignatureTitle: Title of Signing Officer or Agent (if any): Address: NoteSign exactly as your name appears on this Certificate) NOTICE: The above signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature should correspond exactly guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. SCHEDULE OF INCREASES OR DECREASES IN 4-YEAR GLOBAL WARRANTS The initial Number of 4-Year Global Warrants is 899,700. In accordance with the name on Warrant Agreement dated as of December 15, 2016 among the face Company and American Stock Transfer & Trust Company, LLC, as Warrant Agent, the following increases or decreases in the Number of the within Warrant, if applicable 4-Year Global Warrants have been made: Date Amount of increase in Number of 4-Year Global Warrants evidenced by this Global Warrant Amount of decrease in Number of 4-Year Global Warrants evidenced by this Global Warrant Number of 4-Year Global Warrants evidenced by this Global Warrant following such decrease or increase Signature of authorized signatory FORM OF 4-YEAR INDIVIDUAL WARRANT CERTIFICATE [FACE] No. [●] CUSIP NO. 49309J 111 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER ARE SUBJECT TO VARIOUS TERMS, PROVISIONS AND CONDITIONS, INCLUDING CERTAIN RESTRICTIONS ON THE SALE, TRANSFER, ASSIGNMENT, DISTRIBUTION OR OTHER DISPOSITION (EACH, A “TRANSFER”) OF THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE, IN THAT CERTAIN WARRANT AGREEMENT DATED AS OF 1933DECEMBER 15, AS AMENDED2016 (THE “WARRANT AGREEMENT”), BETWEEN THE COMPANY AND MAY THE WARRANT AGENT NAMED THEREIN. THE COMPANY WILL NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED REGISTER THE TRANSFER OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ON THE ACT, REGULATION S OR AN EXEMPTION FROM REGISTRATION BOOKS OF THE COMPANY UNLESS AND OTHERWISE UNTIL THE TRANSFER HAS BEEN MADE IN ACCORDANCE COMPLIANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER OF THE SECURITIES, WARRANT AGREEMENT. A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE WARRANT AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE ISSUERISSUER OF THIS CERTIFICATE. This NUMBER OF WARRANTS: Initially, [●] Warrants, subject to adjustment as described in the Warrant is issued in connection with that certain Subscription Agreement dated as of December 15, 2016 between Key Energy Services, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent (as supplemented or amended, the “Subscription Warrant Agreement”) by and among LITHIUM TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), and (the “Investor”)each of which is exercisable for one Common Share. Capitalized terms used hereinEXERCISE PRICE: Initially, but not otherwise defined$43.52 per Warrant, shall have the meaning given subject to them adjustment as described in the Subscription Warrant Agreement. THIS CERTIFIES THAT, for value received, the Investor or its registered assigns is entitled to purchase from the Company at any time or from time to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid and nonassessable share of the Company’s Common Stock, $.01 par value per share (the “Common Stock”) for each share of Common Stock issued upon conversion of the Series B Preferred Stock purchased by the Investor pursuant to the Subscription Agreement (the “Series B Preferred Stock”), at an exercise price per share of Common Stock equal to 150% of the conversion price of the Series B Preferred Stock then in effect upon conversion of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”).

FORM OF ASSIGNMENT. FOR VALUE RECEIVED(To be signed only on transfer of warrant) For value received, the undersigned hereby sells, assigns, and transfers all unto ...................... the rights of the undersigned under right represented by the within Warrant, with respect Warrant to the number of purchase shares of Common Stock covered thereby set forth hereinbelow, to: of LeCroy Corporation to which the within Warrant relates, and hereby irrevocably constitutes and appoints as agent and attorney-in-fact ____________________ Attorney to transfer said Warrant such right on the books of the within-named corporation, LeCroy Corporation with full power of substitution in the premises. Dated▇▇▇▇▇: , 200 In the presence of: Name: Signature: Title ________________________________________ (Signature must conform to name of Signing Officer or Agent (if any): Address: Note: The above signature should correspond exactly with the name holder as specified on the face of the within Warrant, if applicable THE SECURITIES REPRESENTED BY ) _________________________________________ (Address) Signed in the presence of: ______________________________ EXHIBIT 2.2 COMMON STOCK PURCHASE WARRANT THIS CERTIFICATE HAVE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND NO SALE OR TRANSFER HEREOF MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, REGULATION S OR AN EXEMPTION FROM REGISTRATION ACT AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER OF THE SECURITIES, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUERANY APPLICABLE STATE SECURITIES LAWS. This Warrant is issued in connection with that certain Subscription Agreement (the “Subscription Agreement”) by and among LITHIUM TECHNOLOGY CORPORATIONNo. W-4 Right to Purchase 25,000 Shares of Common Stock of LeCroy Corporation LECROY CORPORATIO▇ Common Stock Purchase Wa▇▇▇▇▇ LeCroy Corporation, a Delaware corporation (the “"Company”"), and (the “Investor”). Capitalized terms used herein, but not otherwise defined, shall have the meaning given to them in the Subscription Agreement. THIS CERTIFIES THAThereby ce▇▇▇▇▇▇s that, for value received, Oakstone Ventures Limited Partnership, or registered permitted assigns, is entitled, subject to the Investor or its registered assigns is entitled terms set forth below, to purchase from the Company at any time or from time to time during the period specified in Paragraph 2 hereof one-half (1/2) before 5:00 P.M., Boston time, on June 30, 2006 fully paid and nonassessable share shares of common stock, par value $.01 per share, of the Company’s Company ("Common Stock, $.01 par value per share (the “Common Stock”) for each share of Common Stock issued upon conversion of the Series B Preferred Stock purchased by the Investor pursuant to the Subscription Agreement (the “Series B Preferred Stock”"), at an a exercise price per share of Common Stock equal to 150% of the conversion $20.00 (such exercise price of the Series B Preferred Stock then in effect upon conversion of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) per share as adjusted from time to time as herein provided is referred to herein as the "Exercise Price"). The number and character of such shares of Common Stock and the Exercise Price are subject to adjustment as provided herein. This Warrant is one of a series of Common Stock Purchase Warrants (the “Exercise Price”"Warrants") evidencing the right to purchase shares of Common Stock of the Company, issued pursuant to a certain Securities Purchase Agreement (the "Agreement")., dated as of June 30, 1999, between the Company and the Purchasers (as defined therein), a copy of which is on file at the principal office of the Company. The holder of this Warrant shall be entitled to all of the benefits of the Agreement, as provided therein. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers all the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, to: , and hereby irrevocably constitutes and appoints as agent and attorney-in-fact to transfer said Warrant on the books of the within-named corporation, with full power of substitution in the premises. Dated: , 200 In the presence of: ______________________________________ Name: Signature: Title of Signing Officer or Agent (if any): Address: Note: The above signature should correspond exactly with the name on the face of the within Warrant, if applicable THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, REGULATION S OR AN EXEMPTION FROM REGISTRATION AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER OF THE SECURITIES, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. This Warrant is issued in connection with that certain Subscription Agreement (the “Subscription Agreement”) by and among LITHIUM TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), and (the “Investor”). Capitalized terms used herein, but not otherwise defined, shall have the meaning given to them in the Subscription Agreement. THIS CERTIFIES THAT, for value received, the Investor or its registered assigns is entitled to purchase from the Company at any time or from time to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid and nonassessable share of the Company’s Common Stock, $.01 par value per share (the “Common Stock”) for each share of Common Stock issued upon conversion of the Series B Preferred Stock purchased by the Investor pursuant to the Subscription Agreement (the “Series B Preferred Stock”), at an exercise price per share of Common Stock equal to 150% of the conversion price of the Series B Preferred Stock then in effect upon conversion of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”).

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned registered owner of this Purchase Warrant hereby sells, assigns, assigns and transfers unto the Assignee named below all of the rights of the undersigned under to purchase shares of common stock, par value $0.0001 per share, of Clip Interactive, Inc., a Delaware corporation (the within “Company”), evidenced by the Purchase Warrant, with respect to the number of shares of Common Stock covered thereby set forth hereinbelowbelow. The undersigned also represents that, to: by assignment hereof, the Assignee acknowledges that this Purchase Warrant and hereby irrevocably constitutes the shares of stock to be issued upon exercise hereof or conversion thereof are being acquired for investment and appoints as agent and attorney-in-fact that the Assignee will not offer, sell or otherwise dispose of this Purchase Warrant or any shares of stock to transfer said Warrant on the books be issued upon exercise hereof or conversion thereof except under circumstances which will not result in a violation of the within-named corporationSecurities Act of 1933, as amended, or any state securities laws. Further, the Assignee has acknowledged that upon exercise of this Purchase Warrant, the Assignee shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of stock so purchased are being acquired for investment and not with full power a view toward distribution or resale. Signature of substitution in the premises. Dated: , 200 In the presence of: Name: Signature: Title of Signing Officer or Agent (if any): Address: Note: Holder Date The above signature should correspond exactly with the name on the face undersigned assignee agrees to be bound by all of the within terms and conditions of this Purchase Warrant. Signature of Assignee Date [Date] Clip Interactive, if applicable THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, REGULATION S OR AN EXEMPTION FROM REGISTRATION AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER OF THE SECURITIES, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. This Warrant is issued in connection with that certain Subscription Agreement (the “Subscription Agreement”) by and among LITHIUM TECHNOLOGY CORPORATIONInc., a Delaware corporation (the “Company”)) announced today that Network 1 Financial Securities, and (Inc., acting as representative for the “Investor”). Capitalized terms used herein, but not otherwise defined, shall have the meaning given to them underwriters in the Subscription Agreement. THIS CERTIFIES THATCompany’s recent public sale of _______ shares of Common Stock, for par value received$0.0001, the Investor are [waiving] [releasing] a lock-up restriction with respect to _________ units held by [certain officers or its registered assigns is entitled to purchase from the Company at any time directors] [an officer or from time to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid and nonassessable share director] of the Company’s Common Stock. The [waiver] [release] will take effect on _________, $.01 par value per share (20___, and the “Common Stock”) for each share of Common Stock issued upon conversion units may be sold on or after such date. This press release is not an offer or sale of the Series B Preferred Stock purchased by securities in the Investor pursuant to United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the Subscription Agreement (United States absent registration or an exemption from registration under the “Series B Preferred Stock”)Securities Act of 1933, at an exercise price per share of Common Stock equal to 150% of the conversion price of the Series B Preferred Stock then in effect upon conversion of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”)as amended.

FORM OF ASSIGNMENT. FOR VALUE RECEIVED(To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers all unto __________________ the rights of the undersigned under right represented by the within Warrant, with respect Warrant to the number of purchase ______ shares of Series C Common Stock covered thereby set forth hereinbelowof Fountain View, to: Inc. to which the within Warrant relates, and hereby irrevocably constitutes and appoints as agent and attorney-in-fact _________________ its attorney to transfer said Warrant such right on the books of the within-named corporationFountain View, Inc. with full power of substitution in the premises. The undersigned represents and warrants that this transfer is permitted by the restrictions contained in the Warrant, and acknowledges that Fountain View, Inc. is entitled to require compliance with those restrictions as a condition to recognition of this transfer. This Warrant is and remains subject to the restrictions set forth in the Stockholders Agreement referenced in the Warrant. Dated: __________, 200 In the presence of: Name: Signature: Title ____ _____________________________ (Signature must conform in all respects to name of Signing Officer or Agent (if any): Address: Note: The above signature should correspond exactly with the name holder specified on the face of the within Warrant, if applicable THE SECURITIES REPRESENTED BY ) THIS CERTIFICATE HAVE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE "SECURITIES LAWS"), AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS (1) REGISTERED UNDER THE ACT, REGULATION S SECURITIES LAWS OR AN EXEMPTION (2) EXEMPT FROM REGISTRATION AND OTHERWISE IN ACCORDANCE WITH UNDER THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER SECURITIES LAWS AND THE ORIGINAL OWNER COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE SECURITIESCOMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER OBLIGATIONS CONTAINED IN A STOCKHOLDERS AGREEMENT DATED AS OF MARCH 27, 1998 AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS, A COPY OF WHICH IS ON FILE AT WITH THE PRINCIPAL EXECUTIVE OFFICE OF COMPANY AND WILL BE FURNISHED WITHOUT COST TO THE ISSUERHOLDER HEREOF UPON WRITTEN REQUEST TO THE SECRETARY. This No. C-2 Warrant is issued in connection with that certain Subscription Agreement (the “Subscription Agreement”) by and among LITHIUM TECHNOLOGY CORPORATIONto Purchase 34,257 Shares of Series C Common Stock FOUNTAIN VIEW, INC. Warrant ------- Void after April 16, 2008 Fountain View, Inc., a Delaware corporation (the “"Company”"), and (the “Investor”). Capitalized terms used herein, but not otherwise defined, shall have the meaning given to them in the Subscription Agreement. THIS CERTIFIES THAThereby ------- certifies that, for value received, the Investor Baylor Health Care System or its registered permitted assigns (the "Holder"), is entitled entitled, subject to the terms set forth below, to ------ purchase from the Company at any time on or from time after April 16, 1998, but in any event not later than 5:00 p.m., Eastern time, on April 16, 2008 (the "Expiration ---------- Date"), up to time during the period specified in Paragraph 2 hereof one-half (1/2) 34,257 fully paid and nonassessable share shares of the Company’s 's Series ---- C Common Stock, Stock at the purchase price (the "Warrant Price") of $.01 par value per share (and ------------- otherwise in accordance with the “Common Stock”) for each share of Common Stock issued upon conversion of the Series B Preferred Stock purchased by the Investor pursuant to the Subscription Agreement (the “Series B Preferred Stock”), at an exercise price per share of Common Stock equal to 150% of the conversion price of the Series B Preferred Stock then in effect upon conversion of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”)terms hereof.

FORM OF ASSIGNMENT. (To Be Executed Only Upon Assignment of Warrant Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assignsassigns and transfers unto (Name and Address of assignee must be printed or typewritten) the within Warrant Certificate, together with all right, title and interest therein, and transfers all the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, to: , and does hereby irrevocably constitutes constitute and appoints as agent and appoint _________________________________ attorney-in-fact , to transfer said Warrant Certificate on the books of the within-named corporationCompany, with full power of substitution in the premises. Dated: , 200 In the presence of: Name: Date:______________ Signature: Title :_________________________ Signature of Signing Officer or Agent (if any): Address: NoteRegistered Holder NOTE: The above signature should correspond exactly with the name on the face of the within Warrant, if applicable this Warrant Certificate. THE SECURITIES WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND . SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGEDPLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. EXERCISABLE ON OR BEFORE THE LATER OF (I) FEBRUARY 13, ASSIGNED2000, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT (II) 90 DAYS AFTER THE DATE THAT ALL AMOUNTS DUE AND OWING UNDER THE ACT, REGULATION S OR AN EXEMPTION FROM REGISTRATION AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER LOAN (AS HEREINAFTER DEFINED) HAVE BEEN PAID TO ▇▇▇▇▇▇ COMMERCIAL PAPER INC. AND THE ORIGINAL OWNER OF THE SECURITIES, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. This Warrant is issued in connection with that certain Subscription Agreement (the “Subscription Agreement”) by and among LITHIUM TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), and (the “Investor”). Capitalized terms used herein, but not otherwise defined, shall have the meaning given to them in the Subscription Agreement. THIS CERTIFIES THAT, for value received, the Investor or its registered assigns is entitled to purchase from the Company at any time or from time to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid and nonassessable share of the Company’s Common Stock, $.01 par value per share (the “Common Stock”) for each share of Common Stock issued upon conversion of the Series B Preferred Stock purchased by the Investor pursuant to the Subscription Agreement (the “Series B Preferred Stock”), at an exercise price per share of Common Stock equal to 150% of the conversion price of the Series B Preferred Stock then in effect upon conversion of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”)LOAN HAS BEEN TERMINATED.

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received, the undersigned hereby sells, assigns, assigns and transfers all unto __________________________________ the rights of right represented by the undersigned under the within Warrant, with respect enclosed Warrant to the number of purchase _________________ shares of Common Stock covered thereby set forth hereinbelowof Eagle Telecom International, to: Inc. to which the enclosed Warrant relates, and hereby irrevocably constitutes and appoints as agent and attorney-in-fact _____________________ Attorney to transfer said Warrant such right on the books of the within-named corporationEagle Telecom International, Inc. with full power of substitution in the premises. Dated: The undersigned represents and warrants that the transfer of the enclosed Warrant is permitted by the terms of the Warrant Agreement pursuant to which the enclosed Warrant has been issued, 200 In and the presence of: Name: Signature: Title transferee hereof, by his acceptance of Signing Officer or Agent (if any): Address: Note: The above signature should correspond exactly this Agreement, represents and warrants that he is familiar with the terms of said Warrant Agreement and agrees to be bound by the terms thereof with the same force and effect as if a signatory thereto. Dated:_________________________ -------------------------------------- (Signature must conform in all respects to name of holder as specified on the face of the within enclosed Warrant, if applicable THE ) -------------------------------------- (Address) Signed in the presence of: ------------------------------------ EXHIBIT A WARRANT THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER UNDER: (A) THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER IN RELIANCE UPON THE ACT, REGULATION S OR AN EXEMPTION EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND OTHERWISE 4 OF SUCH ACT AND REGULATION D PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN ACCORDANCE WITH RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE WARRANTS MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER ACCOUNT OF THE SECURITIESINVESTOR, A COPY OF WHICH IS ON FILE AT AND NEITHER THE PRINCIPAL EXECUTIVE OFFICE OF WARRANTS NOR THE ISSUERUNDERLYING STOCK MAY BE TRANSFERRED OR EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES AND OTHER LAWS. Warrant No. 3 To Purchase 166,666 Shares of Common Stock EAGLE TELECOM INTERNATIONAL, INC. Incorporated Under the Laws of Texas This Warrant is issued in connection with that certain Subscription Agreement (the “Subscription Agreement”) by and among LITHIUM TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), and (the “Investor”). Capitalized terms used herein, but not otherwise defined, shall have the meaning given to them in the Subscription Agreement. THIS CERTIFIES THATcertifies that, for value received, the Investor or its hereafter named registered assigns owner is entitled entitled, subject to the terms and conditions of this Warrant, until the expiration date, to purchase the number of shares set forth above of the common stock (the "Common Stock"), of Eagle Telecom International, Inc. (the "Corporation") from the Company Corporation at any time or from time the purchase price per share hereafter set forth, on delivery of this Warrant to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid Corporation with the exercise form duly executed and nonassessable share payment of the Company’s Common Stock, $.01 par value per share purchase price (in cash or by certified or bank cashier's check payable to the “Common Stock”order of the Corporation) for each share of Common Stock issued upon conversion purchased. This Warrant is subject to the terms of the Series B Preferred Stock purchased by Warrant Agreement between the Investor pursuant parties thereto dated as of November 25, 1996, the terms of which are hereby incorporated herein. Reference is hereby made to the Subscription such Warrant Agreement (the “Series B Preferred Stock”), at an exercise price per share of Common Stock equal to 150% for a further statement of the conversion price rights of the Series B Preferred Stock then in effect upon conversion holder of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”)this Warrant.

FORM OF ASSIGNMENT. FOR VALUE RECEIVED, the undersigned hereby sells, assigns, assigns and transfers all the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, Warrant(s) represented by this Certificate to: Name, Address and hereby Zip Code of Assignee and irrevocably constitutes and appoints Name of Agent as its agent and attorney-in-fact to transfer said this Warrant Certificate on the books of the within-named corporation, with full power Warrant Agent. Date: [ ] Name of substitution in the premises. Dated: , 200 In the presence ofAssignor By: Name: SignatureTitle: Title of Signing Officer or Agent (if any): Address: NoteSign exactly as your name appears on this Certificate) NOTICE: The above signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature should correspond exactly with the name on the face of the within Warrantguarantee medallion program), if applicable pursuant to S.E.C. Rule 17Ad-15. No. 1 [Global Certificate Legend: [UNLESS THIS GLOBAL WARRANT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE SECURITIES REPRESENTED DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO SAEXPLORATION HOLDINGS, INC. (THE “COMPANY”), THE CUSTODIAN OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS CERTIFICATE HAVE GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO THE COMPANY, DTC, THEIR SUCCESSORS AND THEIR RESPECTIVE NOMINEES.] TRANSFERS OF THIS WARRANT SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO ON THE REVERSE HEREOF. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED PLEDGED OR OTHERWISE DISPOSED TRANSFERRED EXCEPT (1) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (2) IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF EXCEPT THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY OR THE WARRANT AGENT SO REQUESTS), IN RELIANCE WITH RULE 144A OR REGULATION S, OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. NUMBER OF WARRANTS: Initially, REGULATION S OR AN EXEMPTION FROM REGISTRATION AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER OF THE SECURITIES154,108 Warrants, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. This subject to adjustment as described in the Warrant is issued in connection with that certain Subscription Agreement dated as of July 27, 2016 between SAExploration Holdings, Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent (as supplemented or amended, the “Subscription Warrant Agreement”) by and among LITHIUM TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), and (the “Investor”)each of which is exercisable for one Common Share. Capitalized terms used hereinEXERCISE PRICE: Initially, but not otherwise defined$12.88 per Warrant, shall have the meaning given subject to them adjustment as described in the Subscription Warrant Agreement. THIS CERTIFIES THAT, for value received, the Investor or its registered assigns is entitled to purchase from the Company at any time or from time to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid and nonassessable share of the Company’s Common Stock, $.01 par value per share (the “Common Stock”) for each share of Common Stock issued upon conversion of the Series B Preferred Stock purchased by the Investor pursuant to the Subscription Agreement (the “Series B Preferred Stock”), at an exercise price per share of Common Stock equal to 150% of the conversion price of the Series B Preferred Stock then in effect upon conversion of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”).

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received, the undersigned hereby sells, assigns, assigns and transfers all unto __________________________________ the rights of right represented by the undersigned under the within Warrant, with respect enclosed Warrant to the number of purchase _________________ shares of Common Stock covered thereby set forth hereinbelowof Eagle Telecom International, to: Inc. to which the enclosed Warrant relates, and hereby irrevocably constitutes and appoints as agent and attorney-in-fact _____________________ Attorney to transfer said Warrant such right on the books of the within-named corporationEagle Telecom International, Inc. with full power of substitution in the premises. Dated: The undersigned represents and warrants that the transfer of the enclosed Warrant is permitted by the terms of the Warrant Agreement pursuant to which the enclosed Warrant has been issued, 200 In and the presence of: Name: Signature: Title transferee hereof, by his acceptance of Signing Officer or Agent (if any): Address: Note: The above signature should correspond exactly this Agreement, represents and warrants that he is familiar with the terms of said Warrant Agreement and agrees to be bound by the terms thereof with the same force and effect as if a signatory thereto. Dated:_________________________ -------------------------------------- (Signature must conform in all respects to name of holder as specified on the face of the within enclosed Warrant, if applicable THE ) -------------------------------------- (Address) Signed in the presence of: ------------------------------------ EXHIBIT A WARRANT THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER UNDER: (A) THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER IN RELIANCE UPON THE ACT, REGULATION S OR AN EXEMPTION EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND OTHERWISE 4 OF SUCH ACT AND REGULATION D PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN ACCORDANCE WITH RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE WARRANTS MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER ACCOUNT OF THE SECURITIESINVESTOR, A COPY OF WHICH IS ON FILE AT AND NEITHER THE PRINCIPAL EXECUTIVE OFFICE OF WARRANTS NOR THE ISSUERUNDERLYING STOCK MAY BE TRANSFERRED OR EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES AND OTHER LAWS. Warrant No. 2 To Purchase 154,000 Shares of Common Stock EAGLE TELECOM INTERNATIONAL, INC. Incorporated Under the Laws of Texas This Warrant is issued in connection with that certain Subscription Agreement (the “Subscription Agreement”) by and among LITHIUM TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), and (the “Investor”). Capitalized terms used herein, but not otherwise defined, shall have the meaning given to them in the Subscription Agreement. THIS CERTIFIES THATcertifies that, for value received, the Investor or its hereafter named registered assigns owner is entitled entitled, subject to the terms and conditions of this Warrant, until the expiration date, to purchase the number of shares set forth above of the common stock (the "Common Stock"), of Eagle Telecom International, Inc. (the "Corporation") from the Company Corporation at any time or from time the purchase price per share hereafter set forth, on delivery of this Warrant to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid Corporation with the exercise form duly executed and nonassessable share payment of the Company’s Common Stock, $.01 par value per share purchase price (in cash or by certified or bank cashier's check payable to the “Common Stock”order of the Corporation) for each share of Common Stock issued upon conversion purchased. This Warrant is subject to the terms of the Series B Preferred Stock purchased by Warrant Agreement between the Investor pursuant parties thereto dated as of July 31, 1996, the terms of which are hereby incorporated herein. Reference is hereby made to the Subscription such Warrant Agreement (the “Series B Preferred Stock”), at an exercise price per share of Common Stock equal to 150% for a further statement of the conversion price rights of the Series B Preferred Stock then in effect upon conversion holder of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”)this Warrant.

FORM OF ASSIGNMENT. (To be executed by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assignsassigns and transfers unto (Please print name and address of transferee) this Warrant Certificate, together with all right, title and interest therein, and transfers all the rights of the undersigned under does hereby irrevocably constitute and appoint, Attorney, to transfer the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, to: , and hereby irrevocably constitutes and appoints as agent and attorney-in-fact to transfer said Warrant Certificate on the books of the within-named corporationCompany, with full power of substitution in the premisessubstitution. Dated: :__________, 200 In the presence of: Name: 1997 Signature: Title ----------------------------- (Signature must conform in all respects to name of Signing Officer or Agent (if any): Address: Note: The above signature should correspond exactly with the name holder as specified on the face of the within Warrant, if applicable Warrant Certificate) ----------------------------- (Insert Social Security or Other Identifying Number of Assignee) EXHIBIT B THE SECURITIES WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OFFERED OR OTHERWISE DISPOSED OF SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, REGULATION S (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION AND OTHERWISE UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE TERMS OF AN WARRANT AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER OF THE SECURITIESREFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:00 P.M., A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUERNEW YORK TIME, _______, 2002 No. WW-2 125,000 Warrants WARRANT CERTIFICATE This Warrant Certificate certifies that or registered assigns is issued in connection with that certain Subscription Agreement the registered holder of 125,000 Warrants to purchase, at any time from _______, 1998 until 5:00 P.M. New York City time on , 2002 (the “Subscription Agreement”) by and among LITHIUM TECHNOLOGY CORPORATION"Expiration Date"), up to 125,000 Redeemable Common Stock Purchase Warrants ("Redeemable Warrants"), of EPI Technologies, Inc., a Delaware corporation (the “"Company”"), and at the exercise price (the “Investor”"Exercise Price"). Capitalized terms used herein, but not otherwise defined, shall have of $.11 per Redeemable Warrant upon surrender of this Warrant Certificate and payment of the meaning given to them in the Subscription Agreement. THIS CERTIFIES THAT, for value received, the Investor Exercise Price at an office or its registered assigns is entitled to purchase from the Company at any time or from time to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid and nonassessable share agency of the Company’s Common Stock, $.01 par value per share but subject to the conditions set forth herein and in the Warrant Agreement dated as of ________, 1997 between the Company and Duke & Co., Inc. (the “Common Stock”) for each share of Common Stock issued upon conversion "Warrant Agreement"). Payment of the Series B Preferred Stock purchased Exercise Price may be made in cash, or by certified or official bank check in New York Clearing House funds payable to the Investor order of the Company, or any combination of cash or check. No Warrant may be exercised after 5:00 P.M., New York City time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Subscription Warrant Agreement, which Warrant Agreement (the “Series B Preferred Stock”), at an exercise price per share is hereby incorporated by reference in and made a part of Common Stock equal this instrument and is hereby referred to 150% in a description of the conversion price rights, limitation of the Series B Preferred Stock then in effect upon conversion of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”).rights,

FORM OF ASSIGNMENT. FOR VALUE RECEIVED[To be executed only upon transfer of Call Warrant] For value received, the undersigned registered holder of the within Call Warrant hereby sells, assignsassigns and transfers unto ________________________ the ___________________ Warrant(s) [Must be whole number] to purchase Term Assets to which such Call Warrant relates, and transfers all the rights of the undersigned under the within Warrant, with respect appoints Attorney to the number of shares of Common Stock covered thereby set forth hereinbelow, to: , and hereby irrevocably constitutes and appoints as agent and attorney-in-fact to make such transfer said Warrant on the books of the within-named corporationWarrant Agent maintained for such purpose, with full power of substitution in the premises. Dated: , 200 In (Signature must conform in all respects to name of holder as specified on the face of Warrant) (Street Address) (City)(State)(Zip Code) Signed in the presence of: Name: Signature: Title Schedule 1 To the Call Warrant $36,112,000 aggregate principal amount of Signing Officer or Agent 8.207% Series B Capital Securities due February 3, 2027 issued by AFC Capital Trust I. EXHIBIT F FORM OF CLASS B CERTIFICATES THIS CLASS B CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (if any): Address: Note: The above signature should correspond exactly with the name on the face of the within WarrantTHE "SECURITIES ACT"), if applicable AND HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES REPRESENTED BY AND EXCHANGE COMMISSION OR ANY REGULATORY AUTHORITY OF ANY STATE. THIS CLASS B CERTIFICATE HAVE NOT HAS BEEN REGISTERED OFFERED AND SOLD PRIVATELY. AS A RESULT, THE CLASS B CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER. PERSONS ACQUIRING ANY CLASS B CERTIFICATES MUST BE QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS CLASS B CERTIFICATE REPRESENTS AN UNDIVIDED INTEREST IN THE TRUST AND DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND MAY IS NOT BE OFFEREDGUARANTEED BY THE DEPOSITOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CLASS B CERTIFICATE NOR THE TRUST ASSETS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER PERSON. UNLESS THIS CLASS B CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, SOLDA NEW YORK CORPORATION ("DTC") OR ITS AGENT FOR REGISTRATION OF TRANSFER, TRANSFERREDEXCHANGE, PLEDGEDOR PAYMENT, ASSIGNEDAND ANY CLASS B CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), HYPOTHECATED ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE DISPOSED OF EXCEPT PURSUANT BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTINTEREST HEREIN. CERTIFICATE NUMBER R-____ CUSIP: 01975Y AA 2 $36,112,000 Notional Amount CORTS(R) CLASS B CERTIFICATES evidencing an undivided interest in the Trust, REGULATION S OR AN EXEMPTION FROM REGISTRATION AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER OF THE SECURITIESas defined below, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUERthe assets of which include AFC Capital Trust I 8.207% Series B Capital Securities due February 3, 2027. This Warrant Class B Certificate does not represent an interest in or obligation of the Depositor or the Trustee or any of their affiliates. THIS CERTIFIES THAT Cede & Co. is issued the registered owner of a nonassessable, fully-paid, fractional undivided interest in connection with that certain Subscription Agreement CorTS(R)Trust For AFC Capital Trust I (the “Subscription "Trust") formed by Structured Products Corp., as depositor (the "Depositor"). The Trust was created pursuant to a Base Trust Agreement”) by , dated as of December 15, 2000 (as amended and among LITHIUM TECHNOLOGY CORPORATIONsupplemented, the "Agreement"), between the Depositor and U.S. Bank Trust National Association, a Delaware corporation national banking association, not in its individual capacity but solely as Trustee (the “Company”"Trustee"), and as supplemented by the CorTS(R) Supplement 2001-19, dated as of April 25, 2001 (the “Investor”"Series Supplement" and, together with the Agreement, the "Trust Agreement"), between the Depositor and the Trustee. This Class B Certificate does not purport to summarize the Trust Agreement and reference is hereby made to the Trust Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee with respect hereto. A copy of the Trust Agreement may be obtained from the Trustee by written request sent to the Corporate Trust Office. Capitalized terms used herein, but not otherwise defined, shall defined herein have the meaning given meanings assigned to them in the Subscription Trust Agreement. THIS CERTIFIES THAT, for value received, the Investor or its registered assigns is entitled to purchase from the Company at any time or from time to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid and nonassessable share of the Company’s Common Stock, $.01 par value per share (the “Common Stock”) for each share of Common Stock issued upon conversion of the Series B Preferred Stock purchased by the Investor pursuant to the Subscription Agreement (the “Series B Preferred Stock”), at an exercise price per share of Common Stock equal to 150% of the conversion price of the Series B Preferred Stock then in effect upon conversion of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”).

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received, the undersigned hereby sells, assigns, assigns and transfers all unto __________________________________ the rights of right represented by the undersigned under the within Warrant, with respect enclosed Warrant to the number of purchase _________________ shares of Common Stock covered thereby set forth hereinbelowof Eagle Telecom International, to: Inc. to which the enclosed Warrant relates, and hereby irrevocably constitutes and appoints as agent and attorney-in-fact _____________________ Attorney to transfer said Warrant such right on the books of the within-named corporationEagle Telecom International, Inc. with full power of substitution in the premises. Dated: The undersigned represents and warrants that the transfer of the enclosed Warrant is permitted by the terms of the Warrant Agreement pursuant to which the enclosed Warrant has been issued, 200 In and the presence of: Name: Signature: Title transferee hereof, by his acceptance of Signing Officer or Agent (if any): Address: Note: The above signature should correspond exactly this Agreement, represents and warrants that he is familiar with the terms of said Warrant Agreement and agrees to be bound by the terms thereof with the same force and effect as if a signatory thereto. Dated:_________________________ -------------------------------------- (Signature must conform in all respects to name of holder as specified on the face of the within enclosed Warrant, if applicable THE ) -------------------------------------- (Address) Signed in the presence of: ------------------------------------ EXHIBIT A WARRANT THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER UNDER: (A) THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER IN RELIANCE UPON THE ACT, REGULATION S OR AN EXEMPTION EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND OTHERWISE 4 OF SUCH ACT AND REGULATION D PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN ACCORDANCE WITH RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE WARRANTS MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER ACCOUNT OF THE SECURITIESINVESTOR, A COPY OF WHICH IS ON FILE AT AND NEITHER THE PRINCIPAL EXECUTIVE OFFICE OF WARRANTS NOR THE ISSUERUNDERLYING STOCK MAY BE TRANSFERRED OR EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES AND OTHER LAWS. Warrant No. 3 To Purchase 28,000 Shares of Common Stock EAGLE TELECOM INTERNATIONAL, INC. Incorporated Under the Laws of Texas This Warrant is issued in connection with that certain Subscription Agreement (the “Subscription Agreement”) by and among LITHIUM TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”), and (the “Investor”). Capitalized terms used herein, but not otherwise defined, shall have the meaning given to them in the Subscription Agreement. THIS CERTIFIES THATcertifies that, for value received, the Investor or its hereafter named registered assigns owner is entitled entitled, subject to the terms and conditions of this Warrant, until the expiration date, to purchase the number of shares set forth above of the common stock (the "Common Stock"), of Eagle Telecom International, Inc. (the "Corporation") from the Company Corporation at any time or from time the purchase price per share hereafter set forth, on delivery of this Warrant to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid Corporation with the exercise form duly executed and nonassessable share payment of the Company’s Common Stock, $.01 par value per share purchase price (in cash or by certified or bank cashier's check payable to the “Common Stock”order of the Corporation) for each share of Common Stock issued upon conversion purchased. This Warrant is subject to the terms of the Series B Preferred Stock purchased by Warrant Agreement between the Investor pursuant parties thereto dated as of July 31, 1996, the terms of which are hereby incorporated herein. Reference is hereby made to the Subscription such Warrant Agreement (the “Series B Preferred Stock”), at an exercise price per share of Common Stock equal to 150% for a further statement of the conversion price rights of the Series B Preferred Stock then in effect upon conversion holder of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”)this Warrant.

FORM OF ASSIGNMENT. FOR VALUE RECEIVEDFor value received hereby sell(s), the undersigned hereby sells, assigns, assign(s) and transfers all the rights transfer(s) unto (Please insert social security or other identifying number of the undersigned under assignee) the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, to: Note, and hereby irrevocably constitutes and appoints as agent and attorney-in-fact attorney to transfer the said Warrant Note on the books of the within-named corporationCompany, with full power of substitution in the premises. Dated: Signature(s) Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY NAMED BELOW OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, 200 In the presence of: Name: Signature: Title of Signing Officer or Agent AND NO TRANSFER OF THIS NOTE (if any): Address: Note: The above signature should correspond exactly with the name on the face of the within Warrant, if applicable OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE SECURITIES REPRESENTED DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE SECURITIES ACT DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF 1933TRANSFER, AS AMENDEDEXCHANGE OR PAYMENT, AND MAY NOT BE OFFEREDANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., SOLDOR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), TRANSFERREDANY TRANSFER, PLEDGED, ASSIGNED, HYPOTHECATED PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE DISPOSED OF EXCEPT PURSUANT BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, REGULATION S OR AN EXEMPTION FROM REGISTRATION AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER OF THE SECURITIES, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUERINTEREST HEREIN. This Warrant is issued in connection with that certain Subscription Agreement (the “Subscription Agreement”) by and among LITHIUM TECHNOLOGY No. [Up to]**$ NORFOLK SOUTHERN CORPORATION, a Delaware corporation (the “Company”)Virginia corporation, and (the “Investor”). Capitalized terms used hereinpromises to pay to Cede & Co., but not otherwise defined, shall have the meaning given to them in the Subscription Agreement. THIS CERTIFIES THAT, for value receivedor registered assigns, the Investor principal sum of $ adjusted as set forth on the Schedule of Increases or its registered assigns is entitled to purchase from Decreases annexed hereto on August 1, 2028. Interest Payment Dates: February 1 and August 1, commencing on August 1, 2019. Record Dates: January 15 and July 15. Additional provisions of this Global Note are set forth on the Company at any time or from time to time during the period specified in Paragraph 2 hereof one-half (1/2) fully paid and nonassessable share other side of the Company’s Common Stock, $.01 par value per share (the “Common Stock”) for each share of Common Stock issued upon conversion of the Series B Preferred Stock purchased by the Investor pursuant to the Subscription Agreement (the “Series B Preferred Stock”), at an exercise price per share of Common Stock equal to 150% of the conversion price of the Series B Preferred Stock then in effect upon conversion of any shares of Series B Preferred Stock by the Investor (the “Series B Preferred Stock Conversion”) from time to time (the “Exercise Price”)this Global Note.