Common use of Procedure for Exercise of Warrants Clause in Contracts

Procedure for Exercise of Warrants. (a) During the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Warrant Agent at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ attention: Trust Department (the "Principal Office") or at such other location as the Warrant Agent may specify in writing to the Holders with the election to purchase form set forth on the reverse side of the Warrant Certificate duly completed and executed, with Signature Guaranteed under certain circumstances as set forth in the purchase form, accompanied by payment in full to the Warrant Agent for the account of the Company of the Exercise Price in effect at the time of such exercise, together with such taxes as are specified in Section 6.1 hereof, for each share of Common Stock with respect to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by certified or official bank check, or by United States Postal Service money order, payable in United States currency to the order of the Warrant Agent for the account of the Company. (b) In lieu of any cash payment to be made by a Holder of the Exercise Price pursuant to the preceding paragraph, during the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, the Holder may, at its option, exchange his Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this paragraph, by surrendering the Warrant to the Warrant Agent accompanied by a notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the Common Stock issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the Warrant Shares remaining subject to such Warrant, shall be issued as of the Exchange Date and delivered to the Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient

Procedure for Exercise of Warrants. (a) During the period specified in and subject The Warrants may be ---------------------------------- exercised prior to the provisions and limitations set forth in Section 2.2 Expiration Date (as hereinafter defined) at the Exercise Price at any time after the date hereof. The Warrants shall expire on September 13, 2005, at 5:00 p.m., EST (the "Expiration Date"). The Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Warrant Agent Company at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇its address set forth in Section 4.5 hereof, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ attention: Trust Department (the "Principal Office") or at such other location as the Warrant Agent may specify in writing to the Holders together with the election Election to purchase form set forth on the reverse side of the Warrant Certificate Purchase duly completed and executed, with Signature Guaranteed under certain circumstances as set forth in the purchase form, accompanied by payment in full full, as set forth below, to the Warrant Agent for the account of the Company of the Exercise Price in effect at the time of such exercise, together with such taxes as are specified in Section 6.1 hereof, for each share Warrant Share in respect of Common Stock with respect to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by (i) cash or a certified check or official bank check, or by United States Postal Service money order, payable a wire transfer in United States currency same day funds in an amount equal to the order of the Warrant Agent for the account of the Company. (b) In lieu of any cash payment to be made by a Holder of the Exercise Price pursuant to the preceding paragraph, during the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, the Holder may, at its option, exchange his Warrant, in whole or in part (a "Warrant Exchange"), into multiplied by the number of Warrant Shares determined in accordance with this paragraph, by surrendering the Warrant then being purchased or (ii) delivery to the Warrant Agent accompanied Company of that number of shares of Common Stock having a Fair Market Value (as hereinafter defined) equal to the Exercise Price multiplied by a notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and then being purchased. In the date on which alternative, the Holder requests that such of a Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the Common Stock issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance Certificate may exercise its right to purchase some or all of the Warrant Shares remaining subject to such WarrantWarrant Certificate, shall be issued as on a net basis, such that, without the exchange of any funds, such Holder receives that number of Warrant Shares subscribed to pursuant to such Warrant Certificate less that number of shares of Common Stock having an aggregate Fair Market Value at the Exchange Date and delivered time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by such Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares subscribed to pursuant to such Warrant Certificate (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the hereinafter, a "Total NumberNet Cashless Exercise") less (ii) the number of Warrant Shares equal to the quotient).]

Procedure for Exercise of Warrants. (a) During the period specified in and subject to the provisions of Section 2.3, upon the terms and limitations subject to the conditions set forth herein and in Section 2.2 hereofthe applicable Warrant Certificate, Warrants in denominations of one or whole number multiples thereof may be exercised by surrendering the Warrant Certificates representing such Warrants to the Warrant Agent at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ attention: Trust Department (the its "Principal Office") or at such other location as the office of a successor Warrant Agent may specify in writing to the Holders designated for such purpose, together with the election to purchase form set forth on the reverse side of the Warrant Certificate Purchase Form duly completed and executed, with Signature Guaranteed under certain circumstances as set forth in the purchase form, accompanied by payment in full to the Warrant Agent for the account of the Company of the Exercise Price in effect at the time of such exercise, together with such taxes as are specified in Section 6.1 hereof, exercise for each share of Common Stock with respect to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by wire transfer or by certified or official bank check, cashier's check or by United States Postal Service money order, order payable in United States currency to the order of the Warrant Agent for Company. The date on which Warrants are exercised in accordance with this Section 2.5 is sometimes referred to herein as the account Date of the CompanyExercise of such Warrants. (b) In The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of any cash payment fractional interests. Any fraction equal to be made by a Holder of the Exercise Price pursuant to the preceding paragraph, during the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, the Holder may, at its option, exchange his Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this paragraph, by surrendering the Warrant to the Warrant Agent accompanied by a notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the Common Stock issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the Warrant Shares remaining subject to such Warrant, greater than one-half shall be issued as of the Exchange Date and delivered to the Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded up to the next highest integer) equal to (i) full Warrant Share or Warrant, as the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") case may be, and any fraction less (ii) the number of Warrant Shares equal to the quotientthan one-half shall be eliminated.

Procedure for Exercise of Warrants. (a) During the period specified in and subject The Warrants may be ----------------------------------- exercised prior to the provisions and limitations set forth in Section 2.2 Expiration Date (as hereinafter defined) at the Exercise Price at any time after the date hereof. The Warrants shall expire on May 4, 2004, at 5:00 p.m., EST (the "Expiration Date"). The Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Warrant Agent Company at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇its address set forth in Section 4.5 hereof, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ attention: Trust Department (the "Principal Office") or at such other location as the Warrant Agent may specify in writing to the Holders together with the election Election to purchase form set forth on the reverse side of the Warrant Certificate Purchase duly completed and executed, with Signature Guaranteed under certain circumstances as set forth in the purchase form, accompanied by payment in full full, as set forth below, to the Warrant Agent for the account of the Company of the Exercise Price in effect at the time of such exercise, together with such taxes as are specified in Section 6.1 hereof, for each share Warrant Share in respect of Common Stock with respect to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by (i) cash or a certified check or official bank check, or by United States Postal Service money order, payable a wire transfer in United States currency same day funds in an amount equal to the order of the Warrant Agent for the account of the Company. (b) In lieu of any cash payment to be made by a Holder of the Exercise Price pursuant to the preceding paragraph, during the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, the Holder may, at its option, exchange his Warrant, in whole or in part (a "Warrant Exchange"), into multiplied by the number of Warrant Shares determined in accordance with this paragraph, by surrendering the Warrant then being purchased or (ii) delivery to the Warrant Agent accompanied Company of that number of shares of Common Stock having a Fair Market Value (as hereinafter defined) equal to the Exercise Price multiplied by a notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and then being purchased. In the date on which alternative, the Holder requests that such of a Warrant Exchange occur (the "Notice Certificate may exercise its right to purchase some or all of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the Common Stock issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of -3- the Warrant Shares remaining subject to such WarrantWarrant Certificate, shall be issued as on a net basis, such that, without the exchange of any funds, such Holder receives that number of Warrant Shares subscribed to pursuant to such Warrant Certificate less that number of shares of Common Stock having an aggregate Fair Market Value at the Exchange Date and delivered time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by such Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares subscribed to pursuant to such Warrant Certificate (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the hereinafter, a "Total NumberNet Cashless Exercise") less (ii) the number of Warrant Shares equal to the quotient).

Procedure for Exercise of Warrants. (a) During the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Warrant Agent at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ attention: Trust Department (the "Principal Office") or at such other location as the Warrant Agent may specify in writing to the Holders with the election to purchase form set forth on the reverse side of the Warrant Certificate duly completed and executed, with Signature Signatures Guaranteed under certain circumstances as set forth in the purchase form, accompanied by payment in full to the Warrant Agent for the account of the Company of the Exercise Price in effect at the time of such exercise, together with such taxes as are specified in Section 6.1 hereof, for each share of Common Stock with respect to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by certified or official bank check, or by United States Postal Service money order, payable in United States currency to the order of the Warrant Agent for the account of the Company. (b) In lieu of any cash payment to be made by a Holder of the Exercise Price pursuant to the preceding paragraph, during the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, the Holder may, at its option, exchange his Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this paragraph, by surrendering the Warrant to the Warrant Agent accompanied by a notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the Common Stock issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the Warrant Shares remaining subject to such Warrant, shall be issued as of the Exchange Date and delivered to the Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotientquotient obtained by dividing (A) the product of the Total Number times the existing Exercise Price by (B) the then Market Price of a share of Common Stock. As used in this Agreement, the term "Market Price" shall mean the average closing price of the Company's Common Stock on the Nasdaq National Market System or the Nasdaq SmallCap Market, or, if the Company's Common Stock is not so listed on the Nasdaq National Market or the Nasdaq SmallCap Market, then on the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, during the twenty (20) consecutive business days (as such term is used on the Nasdaq National Market System or a domestic over-the-counter market, as the case may be) ending three days prior to the date of the "Notice of Exchange" or if later the "Exchange Date" (as such terms are defined in Section 2.4 hereof). Upon request of the Warrant Agent, the Company shall provide to the Warrant Agent a written presentation of the Market Price for the period requested by the Warrant Agent.

Procedure for Exercise of Warrants. (a) During the period specified in and subject to the provisions and limitations set forth in Section 2.2 2.02 hereof, Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Warrant Agent at ▇▇▇ 59 M▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ attentiontention: Trust Department (the "Principal Office") or at such other location as the Warrant Agent may specify in writing to the Holders with the election to purchase form set forth on the reverse side of the Warrant Certificate duly completed and executed, with Signature Guaranteed under certain circumstances as set forth in the purchase form, accompanied by payment in full to the Warrant Agent for the account of the Company of the Exercise Price in effect at the time of such exercise, together with such taxes as are specified in Section 6.1 6.01 hereof, for each share of Common Stock with respect to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by certified or official bank check, or by United States Postal Service money order, payable in United States currency to the order of the Warrant Agent for the account of the Company. (b) In lieu of any cash payment to be made by The date on which a Holder of the Exercise Price pursuant to the preceding paragraph, during the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, the Holder may, at its option, exchange his Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined is exercised in accordance with this paragraphSection 2.04 is sometimes referred to herein as the "Date of Exercise" of such Warrant. In the event that a Blackout Period, by surrendering the Warrant to as described in Section 2.02 hereof is in effect, the Warrant Agent accompanied by will notify the Holder, in accordance with Section 6.15 hereof, that a notice stating such Holder's intent to Blackout Period is in effect such exchange, and that the number of Warrant Shares to Warrants surrendered may not be exchanged and exercised during the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange")Blackout Period. The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if laterIn this event, the date the Notice of Exchange is received by that the Company (notifies the "Exchange Date"). Certificates for Warrant Agent that the Common Stock issuable upon such Blackout Period has ended will be the Date of Exercise unless the Holder notifies the Warrant Exchange andAgent, if applicablein writing, a new warrant prior to the end of like tenor evidencing the balance Blackout Period that he withdraws his surrender of the Warrant Shares remaining subject to such Warrant, shall be issued as of the Exchange Date and delivered to the Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotientCertificates.

Procedure for Exercise of Warrants. (a) During the period specified in and subject to the provisions and limitations set forth in Section 2.2 2.02 hereof, Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Warrant Agent at 59 Maiden Lane, Plaza Level, New York, NY 10038, attention: Trust Depa▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇(▇▇▇ "▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ attention: Trust Department (the "Principal Office▇▇") or at such other ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇r location as the Warrant Agent may specify in writing to the Holders with the election to purchase form set forth on the reverse side of the Warrant Certificate duly completed and executed, with Signature Guaranteed under certain circumstances as set forth in the purchase form, accompanied by payment in full to the Warrant Agent for the account of the Company of the Exercise Price in effect at the time of such exercise, together with such taxes as are specified in Section 6.1 6.01 hereof, for each share of Common Stock with respect to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by certified or official bank check, or by United States Postal Service money order, payable in United States currency to the order of the Warrant Agent for the account of the Company. (b) In lieu of any cash payment to be made by The date on which a Holder of the Exercise Price pursuant to the preceding paragraph, during the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, the Holder may, at its option, exchange his Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined is exercised in accordance with this paragraphSection 2.04 is sometimes referred to herein as the "Date of Exercise" of such Warrant. In the event that a Blackout Period, by surrendering the Warrant to as described in Section 2.02 hereof is in effect, the Warrant Agent accompanied by will notify the Holder, in accordance with Section 6.15 hereof, that a notice stating such Holder's intent to Blackout Period is in effect such exchange, and that the number of Warrant Shares to Warrants surrendered may not be exchanged and exercised during the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange")Blackout Period. The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if laterIn this event, the date the Notice of Exchange is received by that the Company (notifies the "Exchange Date"). Certificates for Warrant Agent that the Common Stock issuable upon such Blackout Period has ended will be the Date of Exercise unless the Holder notifies the Warrant Exchange andAgent, if applicablein writing, a new warrant prior to the end of like tenor evidencing the balance Blackout Period that he withdraws his surrender of the Warrant Shares remaining subject to such Warrant, shall be issued as of the Exchange Date and delivered to the Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotientCertificates.

Procedure for Exercise of Warrants. (a) During the period specified in and subject The Warrants may be ----------------------------------- exercised prior to the provisions and limitations set forth in Section 2.2 Expiration Date (as hereinafter defined) at the Exercise Price at any time after the date hereof. The Warrants shall expire on September 13, 2005, at 5:00 p.m., EST (the "Expiration Date"). The Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Warrant Agent Company at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇its address set forth in Section 4.5 hereof, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ attention: Trust Department (the "Principal Office") or at such other location as the Warrant Agent may specify in writing to the Holders together with the election Election to purchase form set forth on the reverse side of the Warrant Certificate Purchase duly completed and executed, with Signature Guaranteed under certain circumstances as set forth in the purchase form, accompanied by payment in full full, as set forth below, to the Warrant Agent for the account of the Company of the Exercise Price in effect at the time of such exercise, together with such taxes as are specified in Section 6.1 hereof, for each share Warrant Share in respect of Common Stock with respect to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by (i) cash or a certified check or official bank check, or by United States Postal Service money order, payable a wire transfer in United States currency same day funds in an amount equal to the order of the Warrant Agent for the account of the Company. (b) In lieu of any cash payment to be made by a Holder of the Exercise Price pursuant to the preceding paragraph, during the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, the Holder may, at its option, exchange his Warrant, in whole or in part (a "Warrant Exchange"), into multiplied by the number of Warrant Shares determined in accordance with this paragraph, by surrendering the Warrant then being purchased or (ii) delivery to the Warrant Agent accompanied Company of that number of shares of Common Stock having a Fair Market Value (as hereinafter defined) equal to the Exercise Price multiplied by a notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and then being purchased. In the date on which alternative, the Holder requests that such of a Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the Common Stock issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance Certificate may exercise its right to purchase some or all of the Warrant Shares remaining subject to such WarrantWarrant Certificate, shall be issued as on a net basis, such that, without the exchange of any funds, such Holder receives that number of Warrant Shares subscribed to pursuant to such Warrant Certificate less that number of shares of Common Stock having an aggregate Fair Market Value at the Exchange Date and delivered time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by such Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares subscribed to pursuant to such Warrant Certificate (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the hereinafter, a "Total NumberNet Cashless Exercise") less (ii) the number of Warrant Shares equal to the quotient).

Procedure for Exercise of Warrants. (a) During the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Warrant Agent at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ attention: Trust Department (the "Principal Office") or at such other location as the Warrant Agent may specify in writing to the Holders with the election to purchase form set forth on the reverse side of the Warrant Certificate duly completed and executed, with Signature Guaranteed under certain circumstances as set forth in the purchase form, accompanied by payment in full to the Warrant Agent for the account of the Company of the Exercise Price in effect at the time of such exercise, together with such taxes as are specified in Section 6.1 hereof, for each share of Common Stock with respect to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by certified or official bank check, or by United States Postal Service money order, payable in United States currency to the order of the Warrant Agent for the account of the Company. (b) In lieu of any cash payment to be made by a Holder of the Exercise Price pursuant to the preceding paragraph, during the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, the Holder may, at its option, exchange his Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this paragraph, by surrendering the Warrant to the Warrant Agent accompanied by a notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the Common Stock issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the Warrant Shares remaining subject to such Warrant, shall be issued as of the Exchange Date and delivered to the Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotientquotient obtained by dividing (A) the product of the Total Number times the existing Exercise Price by (B) the then Market Price of a share of Common Stock. As used in this Agreement, the term "Market Price" shall mean the average closing price of the Company's Common Stock on the Nasdaq National Market System, or, if the Company's Common Stock is not so listed on the Nasdaq National Market, then on the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, during the twenty (20) consecutive business days (as such term is used on the Nasdaq National Market System or a domestic over-the-counter market, as the case may be) ending three days prior to the date of the "Notice of Exchange" or if later the "Exchange Date" (as such terms are defined in Section 2.4 hereof). Upon request of the Warrant Agent, the Company shall provide to the Warrant Agent a written presentation of the Market Price for the period requested by the Warrant Agent.

Procedure for Exercise of Warrants. The Call Warrant may be exercised for a period of forty-five (a45) During Business Days from the period specified Effective Date as defined in and subject the Securities Purchase Agreement. The Advance Warrants may be exercised prior to the provisions and limitations set forth Expiration Date (as hereinafter defined) at the Exercise Price at any time after the date of issuance. The Advance Warrants shall expire at 5:30 p.m. (Eastern Time) on the Trading Day immediately following the second anniversary of the date the Advance Warrant or Warrants are issued in Section 2.2 hereof, accordance with the Securities Purchase Agreement (the "Expiration Date"). The Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Warrant Agent Company at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇its address set forth in Section 4.5 hereof, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ attention: Trust Department (the "Principal Office") or at such other location as the Warrant Agent may specify in writing to the Holders together with the election Election to purchase form set forth on the reverse side of the Warrant Certificate Purchase duly completed and executed, with Signature Guaranteed under certain circumstances as set forth in the purchase form, accompanied by payment in full full, as set forth below, to the Warrant Agent for the account of the Company of the Exercise Price in effect at the time of such exercise, together with such taxes as are specified in Section 6.1 hereof, for each share Warrant Share in respect of Common Stock with respect to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by cash or a certified check or official bank check, or by United States Postal Service money order, payable a wire transfer in United States currency same day funds in an amount equal to the order of the Warrant Agent for the account of the Company. (b) In lieu of any cash payment to be made by a Holder of the Exercise Price pursuant to the preceding paragraph, during the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, the Holder may, at its option, exchange his Warrant, in whole or in part (a "Warrant Exchange"), into multiplied by the number of Warrant Shares determined then being purchased. Issuance of Common Stock. As soon as practicable after the Date of Exercise of any Warrants, and in any event no later that three (3) Business Days thereafter the Company shall, if possible, electronically settle into a brokerage account designated by the Purchaser or, if not possible, issue, or cause its transfer agent to issue, a certificate or certificates for the number of full Warrant Shares, registered in accordance with this paragraphthe instructions set forth in the Election to Purchase, by surrendering the Warrant to the Warrant Agent accompanied by a notice stating such Holder's intent to effect such exchange, the number of together with cash for fractional shares as provided in Section 3.10. All Warrant Shares issued upon the exercise of any Warrants shall be validly authorized and issued, fully paid, non-assessable, free of preemptive rights and (subject to Section 4.1 hereof) free from all taxes, liens, charges and security interests in respect of the issuance thereof. Each person in whose name any such certificate for Warrant Shares is issued shall be exchanged and deemed for all purposes to have become the holder of record of the Common Stock represented thereby on the Date of Exercise of the Warrants resulting in the issuance of such shares, irrespective of the date on which the Holder requests that of issuance or delivery of such certificate for Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date")Shares. Certificates for Unexercised Warrants. In the Common Stock issuable upon such Warrant Exchange andevent that, if applicableprior to the Expiration Date, a new warrant Warrant Certificate is exercised in respect of like tenor evidencing the balance fewer than all of the Warrant Shares issuable on such exercise, a new Warrant Certificate representing the remaining subject to such Warrant, Warrant Shares shall be issued as of the Exchange Date and delivered pursuant to the Holder within seven (7) days following provisions hereof; provided that the Exchange Date. In connection with Company shall not be required to issue any Warrant Exchange, a Certificate representing any fractional Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotientShares.

Procedure for Exercise of Warrants. (a) During the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Warrant Agent at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ attention▇, Attention: Trust Department (the "Principal Office") or at such other location as the Warrant Agent may specify in writing to the Holders with the election to purchase form set forth on the reverse side of the Warrant Certificate duly completed and executed, with Signature Guaranteed under certain circumstances as set forth in the purchase form, accompanied by payment in full to the Warrant Agent for the account of the Company of the Exercise Price in effect at the time of such exercise, together with such taxes as are specified in Section 6.1 hereof, for each share of Common Stock with respect to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by certified or official bank check, or by United States Postal Service money order, payable in United States currency to the order of the Warrant Agent for the account of the Company. (b) In lieu of any cash payment to be made by a Holder of the Exercise Price pursuant to the preceding paragraph, during the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, the Holder may, at its option, exchange his Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this paragraph, by surrendering the Warrant to the Warrant Agent accompanied by a notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the Common Stock issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the Warrant Shares remaining subject to such Warrant, shall be issued as of the Exchange Date and delivered to the Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotientquotient obtained by dividing (A) the product of the Total Number times the existing Exercise Price by (B) the then Market Price of a share of Common Stock. As used in this Agreement, the term "Market Price" shall mean the average closing price of the Company's Common Stock on the Nasdaq National Market System or the Nasdaq SmallCap Market, or, if the Company's Common Stock is not so listed on the Nasdaq National Market or the Nasdaq SmallCap Market, then the last quoted price, or if not so quoted, the average of the high bid and low asked price in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, for each of the days on which the Common Stock is actually traded, during the twenty (20) consecutive business days (as such term is used on the Nasdaq National Market System or a domestic over-the-counter market, as the case may be) ending three days prior to the date of the "Notice of Exchange" or if later the "Exchange Date" (as such terms are defined in Section 2.4 hereof). Upon request of the Warrant Agent, the Company shall provide to the Warrant Agent a written presentation of the Market Price for the period requested by the Warrant Agent.

Procedure for Exercise of Warrants. (a) During the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, Warrants may be exercised at any time, prior to the Exercise Deadline, by surrendering the Warrant Certificates representing such Warrants to the Warrant Agent at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ attention: Trust Department the principal office of its stock transfer department (the "Principal Principle Office") or at such other location as the Warrant Agent may specify in writing to the Holders ), with the election form of Election to purchase form set forth on the reverse side of the Warrant Certificate Purchase duly completed and executed, with Signature Guaranteed under certain circumstances as set forth signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or a savings and loan association) or trust company located in the purchase formUnited States or a member of the National Association of Securities Dealers, Inc. ("Signatures Guaranteed"), accompanied by payment in full full, as set forth below, to the Warrant Agent for the account of the Company of the Exercise Price of such Warrant Certificate in effect at the time of such exercise, together with such taxes as are specified in Section 6.1 hereof, as set forth below, for each share of Common Stock Warrant Share with respect to which such Warrants are being exercised. Such Exercise Price and taxes shall be paid in full by cash, certified or official bank check, cashier's check or by United States Postal Service money order, payable in United States currency to the order of the Warrant Agent for the account Agent, or by any combination of the Company. (b) In lieu of any cash payment to be made by a Holder of the Exercise Price pursuant to the preceding paragraph, during the period specified in and subject to the provisions and limitations set forth in Section 2.2 hereof, the Holder may, at its option, exchange his Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined foregoing. The date on which Warrants are exercised in accordance with this paragraphSection 2.3 is sometimes referred to herein as the "Date of Exercise" of such Warrants. Upon receiving notice that any Warrants are proposed to be exercised, by surrendering the Warrant to the Warrant Agent accompanied by will provide a notice stating such Holder's intent of exercise to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange DateExercise Notice"). Certificates for Such Exercise Notice shall set forth the Common Stock issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance name of the Warrant Shares remaining subject to such Warrantregistered holder, shall be issued as of the Exchange Date and delivered to the Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded Warrants to the next highest integer) equal to (i) be exercised, the number of shares to be issued, the Date of Exercise, the method of payment and the Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotientCertificate number.