Common use of SUBSCRIPTION FORM Clause in Contracts

SUBSCRIPTION FORM. To ChaseMellon Shareholder Services The Warrant Agent Attention: The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant(s) for, and to purchase thereunder, ________________ shares of the stock provided for therein, and requests that certificates for such shares be issued in the name of and to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- and, if said number of shares not be all the shares purchasable thereunder, that a new Warrant Certificate for the balance remaining of the shares purchasable under the within Warrant Certificate be registered in the name of the undersigned warrantholder or his assignee as below indicated and delivered to the address stated below. As the Exercise Price upon exercise of the Warrant(s) the undersigned encloses $_______________, by certified or official bank check. Dated:___________________________________________________________ Name of Warrantholder or Assignee:______________________________ Address:_________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Signature Guaranteed:___________________ Signature:________________________ THE SIGNATURE(S) SHOULD BE (NOTE: The above signature must correspond with GUARANTEED BY AN ELIGIBLE the name as written upon the face of this GUARANTOR INSTITUTION, GENERALLY, Warrant Certificate in every particular, BANKS, STOCK BROKERS, SAVINGS without alteration or enlargement or any INSTITUTIONS AND CREDIT change whatever, unless this Warrant UNIONS WITH MEMBERSHIP IN AN Certificate has been assigned.) APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. FORM OF ASSIGNMENT For value received and subject to the restrictions on transfer described in the Warrant Agreement under which this Warrant was issued, _______________________________________________ hereby sells, assigns, and transfers unto ____________________________ Warrants represented by the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocable constitute and appoint ____________________________ __________________________________ attorney, to transfer such Warrants on the books of the within named corporation, with full power of substitution. Dated Signature of Warrant Holder (NOTE: The above signature must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever, unless this Warrant Certificate has been assigned.)

SUBSCRIPTION FORM. (To ChaseMellon Shareholder Services The be executed only upon exercise of Warrants represented by this Warrant Certificate) To: American Stock Transfer & Trust Company, as Warrant Agent Attention: 40 Wall Street New York, New York 10005 The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant(s) for, and to purchase thereunder, under▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ [______________] of the Class B, Series __ Warrants represented by this Warrant Certificate and herewith makes payment in accordance with the terms and conditions specified in this Warrant Certificate and in the Warrant Agreement and surrenders this Warrant Certificate and all right, title and interest therein to and directs that the shares of Preferred Stock of Marvel Enterprises, Inc. (the stock provided for therein"Warrant Shares") deliverable upon the exercise of such Class B, and requests that certificates for such shares Series __ Warrants be issued registered or placed in the name and at the address specified below and delivered thereto. Dated: --------------------------------------- (Signature of and toOwner) --------------------------------------- (Street Address) --------------------------------------- (City) (State) (Zip Code) Signature Guaranteed By: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- and--------------------------------------- Securities and/or check or other property (including, if said such number of shares Class B, Series __ Warrants exercised shall not be all of the shares purchasable thereunderClass B, that Series __ Warrants evidenced by this Warrant Certificate, a new Warrant Certificate for the balance remaining of the shares purchasable under the within Warrant Certificate be registered in the name of the undersigned warrantholder or his assignee as below indicated and delivered to the address stated below. As the Exercise Price upon exercise of the Warrant(s) the undersigned encloses $_______________such Class B, by certified or official bank check. Dated:_________________________________________________________Series __ Name of Warrantholder Warrants) to be issued or Assigneedelivered to: Name: Street Address: City, State and Zip Code: Please insert social security or identifying number:______________________________ Address:_________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Signature Guaranteed:___________________ Signature:________________________ THE SIGNATURE(S) SHOULD BE (NOTE: The above signature must correspond with GUARANTEED BY AN ELIGIBLE the name as written upon the face of this GUARANTOR INSTITUTION, GENERALLY, Warrant Certificate in every particular, BANKS, STOCK BROKERS, SAVINGS without alteration or enlargement or any INSTITUTIONS AND CREDIT change whatever, unless this Warrant UNIONS WITH MEMBERSHIP IN AN Certificate has been assigned.) APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. FORM OF ASSIGNMENT For value received and subject to the restrictions on transfer described in the Warrant Agreement under which this Warrant was issued, _______________________________________________ hereby sells, assigns, and transfers unto ____________________________ Warrants represented by the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocable constitute and appoint ____________________________ __________________________________ attorney, to transfer such Warrants on the books of the within named corporation, with full power of substitution. Dated Signature of Warrant Holder (NOTE: The above signature must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever, unless this Warrant Certificate has been assigned.)

SUBSCRIPTION FORM. To ChaseMellon Shareholder Services The be Executed by the Holder of this Warrant Agent Attentionif such Holder Desires to Exercise this Warrant in Whole or in Part: To: Cognigen Networks, Inc. (the "Company") The undersigned -------------------------------- Please insert Social Security or other identifying number of Subscriber: hereby irrevocably elects to exercise the right of purchase represented by the within Warrant(s) this Warrant for, and to purchase thereunder, ________________ shares of the $0.001 par value ------- common stock (the "Common Stock") provided for thereintherein and tenders payment herewith to the order of the Company in the amount of $ , and such payment ----------- being made as provided on the face of this Warrant. The undersigned requests that certificates for such shares of Common Stock be issued in the name of and as follows: Name: ------------------------------------------------------------------------- Address: ---------------------------------------------------------------------- Deliver to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ------------------------------------------------------------------- Address: ---------------------------------------------------------------------- and, if said such number of shares of Common Stock shall not be all the shares of Common Stock purchasable thereunderhereunder, that a new Warrant Certificate for the balance remaining of the shares of Common Stock purchasable under the within this Warrant Certificate be registered in the name of of, and delivered to, the undersigned warrantholder or his assignee as below indicated and delivered to at the address stated below. As the Exercise Price upon exercise of the Warrant(s) the undersigned encloses $_______________, by certified or official bank checkabove. Dated:___________________________________________________________ Name of Warrantholder or Assignee:______________________________ Address:_________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- : Signature Guaranteed:___________________ Signature:________________________ THE SIGNATURE(S) SHOULD BE (NOTE------------------------------------------------ Note: The above signature must correspond with GUARANTEED BY AN ELIGIBLE the name as written upon the face of on this GUARANTOR INSTITUTION, GENERALLY, Warrant Certificate in every particular, BANKS, STOCK BROKERS, SAVINGS without alteration or enlargement or any INSTITUTIONS AND CREDIT change whatever, unless this Warrant UNIONS WITH MEMBERSHIP IN AN Certificate has been assigned.) APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. FORM OF ASSIGNMENT For value received and subject to the restrictions on transfer described in the Warrant Agreement under which this Warrant was issued, _______________________________________________ hereby sells, assigns, and transfers unto ____________________________ Warrants represented by the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocable constitute and appoint ____________________________ __________________________________ attorney, to transfer such Warrants on the books of the within named corporation, with full power of substitution. Dated Signature of Warrant Holder (NOTE: The above signature Subscription Form must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever. FORM OF ASSIGNMENT (To Be Signed Only Upon Assignment) FOR VALUE RECEIVED, unless the undersigned hereby sells, assigns and transfers unto: ------------------------------------ [NAME] this Warrant, and appoints ------------------------------------ [NAME] to transfer this Warrant Certificate has been assignedon the books of the Company with the full power of substitution in the premises. Dated: ------------------ In the presence of: ----------------------------- ------------------------------------ (Signature must conform in all respects to the name of the holder as specified on the face of this Warrant without alteration, enlargement or any change whatsoever, and the signature must be guaranteed in the usual manner). EXHIBIT B MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT (the "Agreement") is entered into as of the 1st day of February, 2004, by and among, Cognigen Switching Technologies, Inc. (hereinafter referred to as "CST") a California corporation with principal offices at Suite 103A, 3220 South Higuera Street, San Luis Obispo, CA 93401, and Cognigen N▇▇▇▇▇▇▇, ▇▇▇. (▇▇▇▇▇▇▇▇▇▇▇ referred to as "Cognigen") a Colorado Corporation with its principal office located at Suite 210, 7001 Seaview Ave. NW, Seattle, WA, 98117. CST and COGNIGEN are someti▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ "▇▇▇▇▇" ▇▇ "Parties".)

SUBSCRIPTION FORM. To ChaseMellon Shareholder Services The be Executed by the Holder of this Warrant Agent Attentionif such Holder Desires to Exercise this Warrant in Whole or in Part: To: Cognigen Networks, Inc. (the "Company") The undersigned -------------------------------- Please insert Social Security or other identifying number of Subscriber: hereby irrevocably elects to exercise the right of purchase represented by the within Warrant(s) this Warrant for, and to purchase thereunder, ________________ shares of the $0.001 par value ------- common stock (the "Common Stock") provided for thereintherein and tenders payment herewith to the order of the Company in the amount of $ , and such payment ----------- being made as provided on the face of this Warrant. The undersigned requests that certificates for such shares of Common Stock be issued in the name of and as follows: Name: ------------------------------------------------------------------------- Address: ---------------------------------------------------------------------- Deliver to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ------------------------------------------------------------------- Address: ---------------------------------------------------------------------- and, if said such number of shares of Common Stock shall not be all the shares of Common Stock purchasable thereunderhereunder, that a new Warrant Certificate for the balance remaining of the shares of Common Stock purchasable under the within this Warrant Certificate be registered in the name of of, and delivered to, the undersigned warrantholder or his assignee as below indicated and delivered to at the address stated below. As the Exercise Price upon exercise of the Warrant(s) the undersigned encloses $_______________, by certified or official bank checkabove. Dated:___________________________________________________________ Name of Warrantholder or Assignee:______________________________ Address:_________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- : Signature Guaranteed:___________________ Signature:________________________ THE SIGNATURE(S) SHOULD BE (NOTE------------------------------------------------ Note: The above signature must correspond with GUARANTEED BY AN ELIGIBLE the name as written upon the face of on this GUARANTOR INSTITUTION, GENERALLY, Warrant Certificate in every particular, BANKS, STOCK BROKERS, SAVINGS without alteration or enlargement or any INSTITUTIONS AND CREDIT change whatever, unless this Warrant UNIONS WITH MEMBERSHIP IN AN Certificate has been assigned.) APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. FORM OF ASSIGNMENT For value received and subject to the restrictions on transfer described in the Warrant Agreement under which this Warrant was issued, _______________________________________________ hereby sells, assigns, and transfers unto ____________________________ Warrants represented by the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocable constitute and appoint ____________________________ __________________________________ attorney, to transfer such Warrants on the books of the within named corporation, with full power of substitution. Dated Signature of Warrant Holder (NOTE: The above signature Subscription Form must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever. FORM OF ASSIGNMENT (To Be Signed Only Upon Assignment) FOR VALUE RECEIVED, unless the undersigned hereby sells, assigns and transfers unto: ------------------------------------ [NAME] this Warrant, and appoints ------------------------------------ [NAME] to transfer this Warrant Certificate has been assignedon the books of the Company with the full power of substitution in the premises. Dated: ------------------ In the presence of: ----------------------------- ------------------------------------ (Signature must conform in all respects to the name of the holder as specified on the face of this Warrant without alteration, enlargement or any change whatsoever, and the signature must be guaranteed in the usual manner). EXHIBIT C MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT (the "Agreement") is entered into as of the 1st day of February, 2004, by and among, Cognigen Switching Technologies, Inc. (hereinafter referred to as "CST") a California corporation with principal offices at Suite 103A, 3220 South Higuera Street, San Luis Obispo, CA 93401, and Cognigen N▇▇▇▇▇▇▇, ▇▇▇. (▇▇▇▇▇▇▇▇▇▇▇ referred to as "Cognigen") a Colorado Corporation with its principal office located at Suite 210, 7001 Seaview Ave. NW, Seattle, WA, 98117. CST and COGNIGEN are someti▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ "▇▇▇▇▇" ▇▇ "Parties".)

SUBSCRIPTION FORM. To ChaseMellon Shareholder Services The Be Executed by the Holder of This Warrant Agent Attentionif Holder Desires to Exercise This Warrant in Whole or in Part: To: Telident, Inc. (the "Corporation") The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant(s) for, and to purchase thereunder, ________________ shares of the stock provided for therein, and requests that certificates for such shares be issued in the name of and to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- and, if said number of shares not be all the shares purchasable thereunder, that a new Warrant Certificate for the balance remaining of the shares purchasable under the within Warrant Certificate be registered in the name of the undersigned warrantholder or his assignee as below indicated and delivered to the address stated below. As the Exercise Price upon exercise of the Warrant(s) the undersigned encloses $_______________, by certified or official bank check. Dated:___________________________________________________________ Name Please insert Social Security or other identifying number of Warrantholder or AssigneeSubscriber: _______________________ hereby irrevocably elects to exercise the right of purchase represented by this Warrant for, and to purchase thereunder, _________ shares of the Common Stock provided for therein and tenders payment herewith to the order of the Corporation in the amount of $_______, such payment being made as provided on the face of this Warrant. The undersigned requests that certificates for such shares of Common Stock be issued as follows: Name:__________________________________________________ Address:_________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Signature Guaranteed:___________________ SignatureDeliver to:________________________ THE SIGNATURE(S) SHOULD BE (NOTE: The above signature must correspond with GUARANTEED BY AN ELIGIBLE the name as written upon the face of this GUARANTOR INSTITUTION, GENERALLY, Warrant Certificate in every particular, BANKS, STOCK BROKERS, SAVINGS without alteration or enlargement or any INSTITUTIONS AND CREDIT change whatever, unless this Warrant UNIONS WITH MEMBERSHIP IN AN Certificate has been assigned.) APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. FORM OF ASSIGNMENT For value received and subject to the restrictions on transfer described in the Warrant Agreement under which this Warrant was issued, _____________________ Address: _____________________________________________ hereby sellsand, assignsif such number of shares of Common Stock shall not be all the shares of Common Stock purchasable hereunder, that a new Warrant for the balance remaining of the shares of Common Stock purchasable under this Warrant be registered in the name of, and transfers unto _________________delivered to, the undersigned at the address stated above. Dated: ___________ Warrants represented by the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocable constitute and appoint ____________________________ __________________________________ attorney, to transfer such Warrants on the books of the within named corporation, with full power of substitution. Dated Signature of Warrant Holder (NOTE---------------------------------------- Note: The above signature on this Subscription Form must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever. EXHIBIT 3 ESCROW AGREEMENT This Agreement is entered into this 23rd day of July, unless this Warrant Certificate has been assigned1997, by and among Telident, Inc. (the "Issuer"), FAMCO III LIMITED LIABILITY COMPANY (the "Purchaser"), and Manchester Companies, Inc. (the "Escrow Agent").)

SUBSCRIPTION FORM. To ChaseMellon Shareholder Services Be Executed By The Warrant Agent AttentionRegistered Holder To Exercise Warrants TO: FRANKLIN FINANCIAL NETWORK, INC. The undersigned registered holder hereby irrevocably elects to exercise the right of purchase represented by the within Warrant(s) for, and this Warrant to purchase thereunder, ________________ shares Shares of the stock provided for thereinCommon Stock covered hereby, and requests that a certificate or certificates for such shares Shares be issued in the name of of: and to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- be delivered to at and, if said such number of shares shall not be all the shares purchasable thereunderCommon Stock evidenced by this Warrant, that a new Warrant Certificate for the balance remaining of the shares purchasable under the within Warrant Certificate such Shares be registered in the name of the undersigned warrantholder or his assignee as below indicated and delivered to to, the registered holder at the address stated below. As Dated: Signature: Certificate No. LEGEND: THIS WARRANT HAS BEEN ISSUED UNDER AN EXEMPTION FROM REGISTRATION UNDER THE FEDERAL SECURITIES ACT OF 1933 AND UNDER THE SECURITIES ACTS OF CERTAIN STATES. THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THIS WARRANT MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION, UNDER THE SECURITIES ACT OF 1933. FURTHERMORE, NO OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE WITHOUT THE PRIOR WRITTEN APPROVAL OF COUNSEL OF THE ISSUER, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933. THIS WARRANT IS NOT A BANK ACCOUNT AND IS NOT FDIC INSURED. Void after 5:00 p.m. Local Time, Franklin, Tennessee, , 2012 (“Expiration Date”). FRANKLIN FINANCIAL NETWORK, INC. (the Exercise Price upon exercise “Company”), a Tennessee corporation, certifies and agrees that, for value received, is entitled to purchase from the Company shares of the Warrant(s) Common Stock, $ par value per share, of the undersigned encloses $_______________, by certified or official bank check. Dated:___________________________________________________________ Name Company (the number and character of Warrantholder or Assignee:______________________________ Address:_________________________________________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Signature Guaranteed:___________________ Signature:________________________ THE SIGNATURE(S) SHOULD BE (NOTE: The above signature must correspond with GUARANTEED BY AN ELIGIBLE the name as written upon the face of this GUARANTOR INSTITUTION, GENERALLY, Warrant Certificate in every particular, BANKS, STOCK BROKERS, SAVINGS without alteration or enlargement or any INSTITUTIONS AND CREDIT change whatever, unless this Warrant UNIONS WITH MEMBERSHIP IN AN Certificate has been assigned.) APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. FORM OF ASSIGNMENT For value received and such shares being subject to the restrictions on transfer described adjustment as provided in the Warrant Agreement under Agreement, which this is available from the Company) at a purchase price (the “Warrant was issued, _______________________________________________ hereby sells, assigns, and transfers unto ____________________________ Warrants represented by the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocable constitute and appoint ____________________________ __________________________________ attorney, to transfer such Warrants on the books Price”) of the within named corporation, with full power of substitution$12.00 per share. Dated Signature of The Warrant Holder (NOTE: The above signature must correspond with is entitled to purchase such Warrant Shares, in whole or in part, at any time before the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever, unless this Warrant Certificate has been assignedExpiration Date.)

SUBSCRIPTION FORM. [To ChaseMellon Shareholder Services The Warrant Agent Attention: be executed only upon exercise of Warrant] The undersigned registered owner of this Warrant irrevocably exercises this Warrant for the purchase of ______ shares Common Stock of Norand Corporation and herewith makes payment therefor, all at the price and on the terms and conditions specified in this Warrant and requests that certificates for the shares of Common Stock hereby irrevocably elects purchased (and any securities or other property issuable upon such exercise) be issued in the name of and delivered to exercise the right of purchase represented by the within Warrant(s) for, and to purchase thereunder, _________________ shares of the stock provided for therein, and requests that certificates for such shares be issued in the name of and to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- and, if said number of shares not be all the shares purchasable thereunder, that a new Warrant Certificate for the balance remaining of the shares purchasable under the within Warrant Certificate be registered in the name of the undersigned warrantholder or his assignee as below indicated and delivered to the whose address stated below. As the Exercise Price upon exercise of the Warrant(s) the undersigned encloses $_______________, by certified or official bank check. Dated:________is ___________________________________________________ Name and, if such shares of Warrantholder or Assignee:______________________________ Address:__________________________Common Stock shall not include all of the shares of Common Stock issuable as provided in this Warrant, that a new Warrant of like tenor and date for the balance of the shares of Common Stock issuable hereunder be delivered to the undersigned. _______________________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name of Registered Owner) _______________________________ (Signature Guaranteedof Registered Owner) _______________________________ (Street Address) _______________________________ (City) (State) (Zip Code) NOTICE: The signature on this subscription must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. ANNEX B ASSIGNMENT FORM FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under this Warrant, with respect to the number of shares of Common Stock set forth below: No. of Shares of Name and Address of Assignee Common Stock and does hereby irrevocably constitute and appoint ________ _____________ attorney-in-fact to register such transfer onto the books of Norand Corporation maintained for the purpose, with full power of substitution in the premises. Dated:___________________ Print Name:___________________ Signature:________________________ THE SIGNATURE(S) SHOULD BE (NOTE: The above signature must correspond with GUARANTEED BY AN ELIGIBLE the name as written upon the face of this GUARANTOR INSTITUTION, GENERALLY, Warrant Certificate in every particular, BANKS, STOCK BROKERS, SAVINGS without alteration or enlargement or any INSTITUTIONS AND CREDIT change whatever, unless this Warrant UNIONS WITH MEMBERSHIP IN AN Certificate has been assigned.) APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. FORM OF ASSIGNMENT For value received and subject to the restrictions on transfer described in the Warrant Agreement under which this Warrant was issued, _________________________Witness:______________________ hereby sells, assigns, and transfers unto ____________________________ Warrants represented by the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocable constitute and appoint ____________________________ __________________________________ attorney, to transfer such Warrants on the books of the within named corporation, with full power of substitution. Dated Signature of Warrant Holder (NOTENOTICE: The above signature on this assignment must correspond with the name as written upon the face of this the within Warrant Certificate in every particular, without alteration or enlargement or any change whatever, unless this Warrant Certificate has been assigned.)whatsoever. TABLE OF CONTENTS