Common use of Issuance of Warrant Clause in Contracts

Issuance of Warrant. The Guarantor shall issue warrants in the form of Exhibit B (each a “Warrant” and, collectively, the “Warrants”) to purchase shares of common stock, par value $0.01 per share (“Common Stock”) as provided in this Section 13. On the date that is 30 Trading Days after the applicable Closing, the Guarantor will issue to each of the Lenders who participated in such Closing a Warrant for the purchase of the number of shares of Common Stock equal to the following: (i) the principal amount of all Loans made by such Lender divided by (ii) the volume weighted average closing price of the Common Stock on the Trading Market for the 20 trading days after the applicable Closing. The Warrant, and, upon the exercise of the Warrant, the shares of Common Stock issued to each Lender thereunder shall be duly authorized, fully paid and non-assessable. The issuance of the Warrants by the Guarantor to the Borrower shall be treated as a capital contribution to the Borrower and then a transfer of such Warrants by the Borrower to the Lender as additional fees or interest under this Agreement. Each Lender acknowledges that the Warrant and the underlying shares of Common Stock are “restricted securities” under the Securities Act of 1933, as amended (the “Securities Act”). Each Lender agrees that, as a condition to being issues and such Warrant and, upon exercise of the Warrant, the shares of Common Stock underlying the Warrant, such Lender shall provide such other additional information about such Lender to Guarantor so that Guarantor may comply with applicable federal and state securities laws and that such Lender shall provide such representations and warranties so that Guarantor may issues such shares of Common stock in compliance with applicable federal and state securities laws, such as that such Lender is not taking such Warrant, or upon exercise of such Warrant, the shares of Common Stock underlying the Warrant as part of a distribution of such shares and providing to Guarantor the tax identification number and other registration details for such shares.

Issuance of Warrant. The Guarantor Concurrently with the execution of the Merger ------------------- Agreement and this Agreement, KHG shall issue warrants to FFC a warrant in the form attached as Exhibit A hereto (the "Warrant", which term as used herein shall include any warrant or warrants issued upon transfer or exchange of Exhibit B (each a “the original Warrant” and, collectively, the “Warrants”) to purchase up to 981,740 shares of common stock, par value $0.01 per share (“Common Stock”) , subject to adjustment as provided in this Section 13Agreement and in the Warrant. On The Warrant shall be exercisable at a purchase price of $36.75 per share, subject to adjustment as provided in the date Warrant (the "Exercise Price"). So long as the Warrant is outstanding and unexercised, KHG shall at all times maintain and reserve, free from preemptive rights, such number of authorized but unissued shares of Common Stock as may be necessary so that the Warrant may be exercised, without any additional authorization of Common Stock, after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of Common Stock. KHG represents and warrants that it has duly authorized the execution and delivery of the Warrant and this Agreement and the issuance of Common Stock upon exercise of the Warrant. KHG covenants that the shares of Common Stock issuable upon exercise of the Warrant shall be, when so issued, duly authorized, validly issued, fully paid and nonassessable and subject to no preemptive rights. The Warrant and the shares of Common Stock to be issued upon exercise of the Warrant are hereinafter collectively referred to, from time to time, as the "Securities." So long as the Warrant is 30 Trading Days after the applicable Closingowned by FFC, the Guarantor Warrant will issue to each of the Lenders who participated in such Closing a Warrant no event be exercised for the purchase of the more than that number of shares of Common Stock equal to the following: 981,740 (i) the principal amount of all Loans made by such Lender divided by (ii) the volume weighted average closing price of the Common Stock on the Trading Market for the 20 trading days after the applicable Closing. The Warrant, and, upon the exercise of subject to adjustment as provided in the Warrant, ) less the number of shares of Common Stock issued to each Lender thereunder shall be duly authorized, fully paid and non-assessable. The issuance of at the Warrants time owned by the Guarantor to the Borrower shall be treated as a capital contribution to the Borrower and then a transfer of such Warrants by the Borrower to the Lender as additional fees or interest under this Agreement. Each Lender acknowledges that the Warrant and the underlying shares of Common Stock are “restricted securities” under the Securities Act of 1933, as amended (the “Securities Act”). Each Lender agrees that, as a condition to being issues and such Warrant and, upon exercise of the Warrant, the shares of Common Stock underlying the Warrant, such Lender shall provide such other additional information about such Lender to Guarantor so that Guarantor may comply with applicable federal and state securities laws and that such Lender shall provide such representations and warranties so that Guarantor may issues such shares of Common stock in compliance with applicable federal and state securities laws, such as that such Lender is not taking such Warrant, or upon exercise of such Warrant, the shares of Common Stock underlying the Warrant as part of a distribution of such shares and providing to Guarantor the tax identification number and other registration details for such sharesFFC.

Issuance of Warrant. The Guarantor Concurrently with the execution of the Merger Agreement and this Agreement, Resource shall issue warrants to Xxxxxx a warrant in the form of attached as Exhibit B A hereto (each a the “Warrant” and”, collectively, which term as used herein shall include any warrant or warrants issued upon transfer or exchange of the “Warrants”original Warrant) to purchase up to 990,000 shares of common stock, par value $0.01 per share (“Common Stock”) , subject to adjustment as provided in this Section 13Agreement and in the Warrant. On The Warrant shall be exercisable at a purchase price of $37.659 per share, subject to adjustment as provided in the date Warrant (the “Exercise Price”). So long as the Warrant is outstanding and unexercised, Resource shall at all times maintain and reserve, free from preemptive rights, such number of authorized but unissued shares of Common Stock as may be necessary so that the Warrant may be exercised, without any additional authorization of Common Stock, after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of Common Stock. Resource represents and warrants that it has duly authorized the execution and delivery of the Warrant and this Agreement and the issuance of Common Stock upon exercise of the Warrant. Resource covenants that the shares of Common Stock issuable upon exercise of the Warrant shall be, when so issued, duly authorized, validly issued, fully paid and nonassessable and subject to no preemptive rights. The Warrant and the shares of Common Stock to be issued upon exercise of the Warrant are hereinafter collectively referred to, from time to time, as the “Securities.” So long as the Warrant is 30 Trading Days after the applicable Closingowned by Xxxxxx, the Guarantor Warrant will issue to each of the Lenders who participated in such Closing a Warrant no event be exercised for the purchase of the more than that number of shares of Common Stock equal to the following: 990,000 (i) the principal amount of all Loans made by such Lender divided by (ii) the volume weighted average closing price of the Common Stock on the Trading Market for the 20 trading days after the applicable Closing. The Warrant, and, upon the exercise of subject to adjustment as provided in the Warrant, ) less the number of shares of Common Stock issued to each Lender thereunder shall be duly authorized, fully paid and non-assessable. The issuance of at the Warrants time owned by the Guarantor to the Borrower shall be treated as a capital contribution to the Borrower and then a transfer of such Warrants by the Borrower to the Lender as additional fees or interest under this Agreement. Each Lender acknowledges that the Warrant and the underlying shares of Common Stock are “restricted securities” under the Securities Act of 1933, as amended (the “Securities Act”). Each Lender agrees that, as a condition to being issues and such Warrant and, upon exercise of the Warrant, the shares of Common Stock underlying the Warrant, such Lender shall provide such other additional information about such Lender to Guarantor so that Guarantor may comply with applicable federal and state securities laws and that such Lender shall provide such representations and warranties so that Guarantor may issues such shares of Common stock in compliance with applicable federal and state securities laws, such as that such Lender is not taking such Warrant, or upon exercise of such Warrant, the shares of Common Stock underlying the Warrant as part of a distribution of such shares and providing to Guarantor the tax identification number and other registration details for such sharesXxxxxx.

Issuance of Warrant. The Guarantor Concurrently with the execution of this Agreement, ------------------- DBC shall issue warrants to FFC a warrant in the form attached as Schedule 1 hereto (the ---------- "Warrant", which term as used herein shall include any warrant or warrants issued upon transfer or exchange of Exhibit B (each a “the original Warrant” and, collectively, the “Warrants”) to purchase up to 1,250,000 shares of common stockCommon Stock (equal to approximately 19.9% of the outstanding Common Stock taking into consideration shares of Common Stock issuable upon exercise of the Warrant but excluding any other unissued shares of such corporation which may be issuable pursuant to any agreement, par value $0.01 per share (“Common Stock”) arrangement or understanding, or upon exercise of conversion or option rights, or otherwise), subject to adjustment as provided in this Section 13Agreement and in the Warrant. On the date that is 30 Trading Days after the applicable ClosingThe Warrant shall be exercisable at a purchase price of $19.75 per share, i.e., the Guarantor will issue to each last sale price of the Lenders who participated Common Stock on December 26, 2000, as reported by NASDAQ, subject to adjustment as provided in the Warrant (the "Exercise Price"). So long as the Warrant is outstanding and unexercised, DBC shall at all times maintain and reserve, free from preemptive rights, such Closing a number of authorized but unissued shares of the Common Stock as may be necessary so that the Warrant may be exercised, without any additional authorization of the Common Stock, after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of the Common Stock. DBC represents and warrants that it has duly authorized the execution and delivery of the Warrant and this Agreement and the issuance of the Common Stock upon exercise of the Warrant. DBC covenants that the shares of the Common Stock issuable upon exercise of the Warrant shall be, when so issued, duly authorized, validly issued, fully paid and nonassessable and subject to no preemptive rights. The Warrant and the shares of the Common Stock to be issued upon exercise of the Warrant are hereinafter collectively referred to, from time to time, as the "Securities." So long as the Warrant is owned by FFC, the Warrant will in no event be exercised for more than that number of shares of the purchase of Common Stock equal to 1,250,000 (subject to adjustment as provided in the Warrant) less the number of shares of Common Stock equal to at the following: (i) the principal amount of all Loans made time owned by such Lender divided by (ii) the volume weighted average closing price of the Common Stock on the Trading Market for the 20 trading days after the applicable Closing. The Warrant, and, upon the exercise of the Warrant, the shares of Common Stock issued to each Lender thereunder shall be duly authorized, fully paid and non-assessable. The issuance of the Warrants by the Guarantor to the Borrower shall be treated as a capital contribution to the Borrower and then a transfer of such Warrants by the Borrower to the Lender as additional fees or interest under this Agreement. Each Lender acknowledges that the Warrant and the underlying shares of Common Stock are “restricted securities” under the Securities Act of 1933, as amended (the “Securities Act”). Each Lender agrees that, as a condition to being issues and such Warrant and, upon exercise of the Warrant, the shares of Common Stock underlying the Warrant, such Lender shall provide such other additional information about such Lender to Guarantor so that Guarantor may comply with applicable federal and state securities laws and that such Lender shall provide such representations and warranties so that Guarantor may issues such shares of Common stock in compliance with applicable federal and state securities laws, such as that such Lender is not taking such Warrant, or upon exercise of such Warrant, the shares of Common Stock underlying the Warrant as part of a distribution of such shares and providing to Guarantor the tax identification number and other registration details for such sharesFFC.

Issuance of Warrant. The Guarantor Concurrently with the execution of this ------------------- Agreement, SFC shall issue warrants to FFC a warrant in the form attached as Schedule 1 ---------- hereto (the "Warrant", which term as used herein shall include any warrant or warrants issued upon transfer or exchange of Exhibit B (each a “the original Warrant” and, collectively, the “Warrants”) to purchase up to 625,000 shares of common stock, par value $0.01 per share (“Common Stock”) , subject to adjustment as provided in this Section 13Agreement and in the Warrant. On The Warrant shall be exercisable at a purchase price of $10.25 per share, subject to adjustment as provided in the date Warrant (the "Exercise Price"). So long as the Warrant is outstanding and unexercised, SFC shall at all times maintain and reserve, free from preemptive rights, such number of authorized but unissued shares of the Common Stock as may be necessary so that the Warrant may be exercised, without any additional authorization of the Common Stock, after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of the Common Stock. SFC represents and warrants that it has duly authorized the execution and delivery of the Warrant and this Agreement and the issuance of the Common Stock upon exercise of the Warrant. SFC covenants that the shares of the Common Stock issuable upon exercise of the Warrant shall be, when so issued, duly authorized, validly issued, fully paid and nonassessable and subject to no preemptive rights. The Warrant and the shares of the Common Stock to be issued upon exercise of the Warrant are hereinafter collectively referred to, from time to time, as the "Securities." So long as the Warrant is 30 Trading Days after the applicable Closingowned by FFC, the Guarantor Warrant will issue to each in no event be exercised for more than that number of shares of the Lenders who participated Common Stock equal to 625,000 (subject to adjustment as provided in such Closing a Warrant for the purchase of Warrant) less the number of shares of Common Stock equal to at the following: (i) the principal amount of all Loans made time owned by such Lender divided by (ii) the volume weighted average closing price of the Common Stock on the Trading Market for the 20 trading days after the applicable Closing. The Warrant, and, upon the exercise of the Warrant, the shares of Common Stock issued to each Lender thereunder shall be duly authorized, fully paid and non-assessable. The issuance of the Warrants by the Guarantor to the Borrower shall be treated as a capital contribution to the Borrower and then a transfer of such Warrants by the Borrower to the Lender as additional fees or interest under this Agreement. Each Lender acknowledges that the Warrant and the underlying shares of Common Stock are “restricted securities” under the Securities Act of 1933, as amended (the “Securities Act”). Each Lender agrees that, as a condition to being issues and such Warrant and, upon exercise of the Warrant, the shares of Common Stock underlying the Warrant, such Lender shall provide such other additional information about such Lender to Guarantor so that Guarantor may comply with applicable federal and state securities laws and that such Lender shall provide such representations and warranties so that Guarantor may issues such shares of Common stock in compliance with applicable federal and state securities laws, such as that such Lender is not taking such Warrant, or upon exercise of such Warrant, the shares of Common Stock underlying the Warrant as part of a distribution of such shares and providing to Guarantor the tax identification number and other registration details for such sharesFFC.

Issuance of Warrant. The Guarantor Concurrently with the execution this Agreement, ------------------- Somerset shall issue warrants to Xxxxxx a warrant in the form attached as Exhibit A hereto (the "Warrant", which term as used herein shall include any warrant or warrants issued upon transfer or exchange of Exhibit B (each a “the original Warrant” and, collectively, the “Warrants”) to purchase up to 1,008,775 shares of common stock, par value $0.01 per share (“Common Stock”) , subject to adjustment as provided in this Section 13Agreement and in the Warrant. On The Warrant shall be exercisable at a purchase price of $22.00 per share, subject to adjustment as provided in the date Warrant (the "Exercise Price"). So long as the Warrant is outstanding and unexercised, Somerset shall at all times maintain and reserve, free from preemptive rights, such number of authorized but unissued shares of Common Stock as may be necessary so that the Warrant may be exercised, without any additional authorization of Common Stock, after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of Common Stock. Somerset represents and warrants that it has duly authorized the execution and delivery of the Warrant and this Agreement and the issuance of Common Stock upon exercise of the Warrant. Somerset covenants that the shares of Common Stock issuable upon exercise of the Warrant shall be, when so issued, duly authorized, validly issued, fully paid and nonassessable and subject to no preemptive rights. The Warrant and the shares of Common Stock to be issued upon exercise of the Warrant are hereinafter collectively referred to, from time to time, as the "Securities." So long as the Warrant is 30 Trading Days after the applicable Closingowned by Xxxxxx, the Guarantor Warrant will issue to each of the Lenders who participated in such Closing a Warrant no event be exercised for the purchase of the more than that number of shares of Common Stock equal to the following: 1,008,775 (i) the principal amount of all Loans made by such Lender divided by (ii) the volume weighted average closing price of the Common Stock on the Trading Market for the 20 trading days after the applicable Closing. The Warrant, and, upon the exercise of subject to adjustment as provided in the Warrant, ) less the number of shares of Common Stock issued to each Lender thereunder shall be duly authorized, fully paid and non-assessable. The issuance of at the Warrants time owned by the Guarantor to the Borrower shall be treated as a capital contribution to the Borrower and then a transfer of such Warrants by the Borrower to the Lender as additional fees or interest under this Agreement. Each Lender acknowledges that the Warrant and the underlying shares of Common Stock are “restricted securities” under the Securities Act of 1933, as amended (the “Securities Act”). Each Lender agrees that, as a condition to being issues and such Warrant and, upon exercise of the Warrant, the shares of Common Stock underlying the Warrant, such Lender shall provide such other additional information about such Lender to Guarantor so that Guarantor may comply with applicable federal and state securities laws and that such Lender shall provide such representations and warranties so that Guarantor may issues such shares of Common stock in compliance with applicable federal and state securities laws, such as that such Lender is not taking such Warrant, or upon exercise of such Warrant, the shares of Common Stock underlying the Warrant as part of a distribution of such shares and providing to Guarantor the tax identification number and other registration details for such sharesXxxxxx.

Issuance of Warrant. The Guarantor shall Company is currently seeking to raise funding through a $2,000,000 convertible note financing, the material terms of which are set forth on Exhibit A attached hereto (the "New Financing"). Upon the Company closing a minimum of $550,000 in connection with the New Financing (such closing to be, except as otherwise provided herein, upon the material terms set forth on Exhibit A attached hereto) the Company will issue warrants Shareholder a warrant, in the form of attached hereto as Exhibit B (each a “the "Warrant” and"), collectively, the “Warrants”) to purchase a number of shares of the Company's common stock, par value $0.01 per share stock (“the "Common Stock”") as provided in this Section 13. On the date that is 30 Trading Days after the applicable Closing, the Guarantor will issue equal to each of the Lenders who participated in such Closing a Warrant for the purchase of two (2) times the number of shares of the Company's Common Stock equal to the following: (i) the principal amount of all Loans made by such Lender divided by (ii) the volume weighted average closing price of the Common Stock on the Trading Market as adjusted for the 20 trading days after Company's February, 2003 1:25 reverse split) purchased by Shareholder under the applicable ClosingSubscription Agreement. The Warrant, and, upon the exercise of Except as otherwise provided in the Warrant, the shares Warrant will be exercisable for a period of Common Stock issued to each Lender thereunder shall be duly authorized, fully paid and non-assessable. The three (3) years following the date of issuance of the Warrants Warrant and have an exercise price per share of $0.50 (subject to adjustment as set forth in the Warrant). Shareholder acknowledges and agrees that upon receipt of the Warrant Shareholder shall have no other rights under the Subscription Agreement, and the Company shall have no other obligations to the Shareholder under the Subscription Agreement, with respect to (a) the convertible note financing completed by the Guarantor to Company in November 2002 and/or (b) the Borrower shall be treated as a capital contribution to New Financing. Notwithstanding any other provision of this Letter Agreement, the Borrower Company and then a transfer of such Warrants by the Borrower to the Lender as additional fees or interest under this Agreement. Each Lender acknowledges Shareholder acknowledge and agree that the Warrant conversion and warrant price of the underlying shares of Common Stock are “restricted securities” under New Financing may need to be adjusted to take into account the Securities Act of 1933, as amended (the “Securities Act”). Each Lender agrees that, as a condition to being issues and such Warrant and, upon exercise issuance of the Warrant; provided, however, that in no event shall the shares final conversion and warrant price of Common Stock underlying the New Financing be less than the exercise price of the Warrant. The Company represents and warrants that (a) the form of Warrant attached hereto as Exhibit B is the form of warrant to be issued to investors in the New Financing, such Lender shall provide such other additional information about such Lender and (b) it will use best efforts to Guarantor so that Guarantor may comply with applicable federal and state securities laws and that such Lender shall provide such representations and warranties so that Guarantor may issues such shares raise the entire $2,000,000 contemplated by the New Financing summary of Common stock in compliance with applicable federal and state securities laws, such terms attached hereto as that such Lender is not taking such Warrant, or upon exercise of such Warrant, the shares of Common Stock underlying the Warrant as part of a distribution of such shares and providing to Guarantor the tax identification number and other registration details for such shares.Exhibit A.