Securities and Exchange Commission Uses in Exercise Clause

Exercise from Common Stock Purchase Warrant

Vermillion, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that Liolios Group, Inc., a California corporation, or its registered assigns (the "Registered Holder"), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or before 5:00 p.m. (New York City time) on October 31, 2015 (subject to adjustment as set forth in Section 8, the "Expiration Date"), Twenty-One Thousand (21,000) shares of Common Stock, $0.001 par value per share, of the Company ("Common Stock"), at a purchase price of $3.89 per share. The shares purchasable upon exercise of this Common Stock Purchase Warrant (this "Warrant"), and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price," respectively. This Warrant is one of a contemplated series of warrants (collectively, the "Comp

Exercise. Exercise for Cash. The Registered Holder may, at its option, elect to exercise this Warrant, commencing upon, and subject to, the vesting of the Warrant Shares as set forth above, in whole or in part as to the vested Warrant Shares and at any time or from time to time on or prior to the Expiration Date, by surrendering the purchase form attached hereto as Exhibit A (the "Purchase Form") duly executed by or on behalf of the Registered Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. A facsimile signature of the Registered Holder on the Purchase Form shall be sufficient for purposes of exercising this Warrant, provided that the Company receives the Registered Holder's original signature with three (3) business days thereafter. Cashless Exercise. At any time on or prior to the Expiration Date when the resale of the Warrant Shares by the Registered Holder is not registered pursuant to an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), the Registered Holder may, at its option, elect to exercise this Warrant, commencing upon, and subject to, the vesting of the Warrant Shares as set forth above, in whole or in part as to the vested Warrant Shares, on a cashless basis, by surrendering this Warrant, with the Purchase Form duly executed by or on behalf of the Registered Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, by canceling a portion of this Warrant in payment of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. In the event of an exercise pursuant to this Section 1(b), the number of Warrant Shares issued to the Registered Holder shall be determined according to the following formula:

Exercise from Common Stock Purchase Warrant

Vermillion, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that Liolios Group, Inc., a California corporation, or its registered assigns (the "Registered Holder"), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or before 5:00 p.m. (New York City time) on April 30, 2015 (subject to adjustment as set forth in Section 8, the "Expiration Date"), Twenty-One Thousand (21,000) shares of Common Stock, $0.001 par value per share, of the Company ("Common Stock"), at a purchase price of $1.88 per share. The shares purchasable upon exercise of this Common Stock Purchase Warrant (this "Warrant"), and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price," respectively. This Warrant is one of a contemplated series of warrants (collectively, the "Compan

Exercise. Exercise for Cash. The Registered Holder may, at its option, elect to exercise this Warrant, commencing upon, and subject to, the vesting of the Warrant Shares as set forth above, in whole or in part as to the vested Warrant Shares and at any time or from time to time on or prior to the Expiration Date, by surrendering the purchase form attached hereto as Exhibit A (the "Purchase Form") duly executed by or on behalf of the Registered Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. A facsimile signature of the Registered Holder on the Purchase Form shall be sufficient for purposes of exercising this Warrant, provided that the Company receives the Registered Holder's original signature with three (3) business days thereafter. Cashless Exercise. At any time on or prior to the Expiration Date when the resale of the Warrant Shares by the Registered Holder is not registered pursuant to an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), the Registered Holder may, at its option, elect to exercise this Warrant, commencing upon, and subject to, the vesting of the Warrant Shares as set forth above, in whole or in part as to the vested Warrant Shares, on a cashless basis, by surrendering this Warrant, with the Purchase Form duly executed by or on behalf of the Registered Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, by canceling a portion of this Warrant in payment of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. In the event of an exercise pursuant to this Section 1(b), the number of Warrant Shares issued to the Registered Holder shall be determined according to the following formula:

Exercise from Common Stock Purchase Warrant

Vermillion, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that Liolios Group, Inc., a California corporation, or its registered assigns (the "Registered Holder"), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or before 5:00 p.m. (New York City time) on April 30, 2016 (subject to adjustment as set forth in Section 8, the "Expiration Date"), Twenty-One Thousand (21,000) shares of Common Stock, $0.001 par value per share, of the Company ("Common Stock"), at a purchase price of $4.70 per share. The shares purchasable upon exercise of this Common Stock Purchase Warrant (this "Warrant"), and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price," respectively. This Warrant is one of a contemplated series of warrants (collectively, the "Compan

Exercise. Exercise for Cash. The Registered Holder may, at its option, elect to exercise this Warrant, commencing upon, and subject to, the vesting of the Warrant Shares as set forth above, in whole or in part as to the vested Warrant Shares and at any time or from time to time on or prior to the Expiration Date, by surrendering the purchase form attached hereto as Exhibit A (the "Purchase Form") duly executed by or on behalf of the Registered Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. A facsimile signature of the Registered Holder on the Purchase Form shall be sufficient for purposes of exercising this Warrant, provided that the Company receives the Registered Holder's original signature with three (3) business days thereafter. Cashless Exercise. At any time on or prior to the Expiration Date when the resale of the Warrant Shares by the Registered Holder is not registered pursuant to an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), the Registered Holder may, at its option, elect to exercise this Warrant, commencing upon, and subject to, the vesting of the Warrant Shares as set forth above, in whole or in part as to the vested Warrant Shares, on a cashless basis, by surrendering this Warrant, with the Purchase Form duly executed by or on behalf of the Registered Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, by canceling a portion of this Warrant in payment of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. In the event of an exercise pursuant to this Section 1(b), the number of Warrant Shares issued to the Registered Holder shall be determined according to the following formula:

Exercise from Common Stock Purchase Warrant

Vermillion, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that Liolios Group, Inc., a California corporation, or its registered assigns (the "Registered Holder"), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or before 5:00 p.m. (New York City time) on October 31, 2014 (subject to adjustment as set forth in Section 8, the "Expiration Date"), Twenty-One Thousand (21,000) shares of Common Stock, $0.001 par value per share, of the Company ("Common Stock"), at a purchase price of $1.93 per share. The shares purchasable upon exercise of this Common Stock Purchase Warrant (this "Warrant"), and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price," respectively. This Warrant is one of a contemplated series of warrants (collectively, the "Comp

Exercise. Exercise for Cash. The Registered Holder may, at its option, elect to exercise this Warrant, commencing upon, and subject to, the vesting of the Warrant Shares as set forth above, in whole or in part as to the vested Warrant Shares and at any time or from time to time on or prior to the Expiration Date, by surrendering the purchase form attached hereto as Exhibit A (the "Purchase Form") duly executed by or on behalf of the Registered Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. A facsimile signature of the Registered Holder on the Purchase Form shall be sufficient for purposes of exercising this Warrant, provided that the Company receives the Registered Holder's original signature with three (3) business days thereafter. Cashless Exercise. At any time on or prior to the Expiration Date when the resale of the Warrant Shares by the Registered Holder is not registered pursuant to an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), the Registered Holder may, at its option, elect to exercise this Warrant, commencing upon, and subject to, the vesting of the Warrant Shares as set forth above, in whole or in part as to the vested Warrant Shares, on a cashless basis, by surrendering this Warrant, with the Purchase Form duly executed by or on behalf of the Registered Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, by canceling a portion of this Warrant in payment of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. In the event of an exercise pursuant to this Section 1(b), the number of Warrant Shares issued to the Registered Holder shall be determined according to the following formula:

Exercise from Warrant

This certifies that for value, _________________________, or registered assigns (the "Holder"), is entitled, subject to the terms set forth below, at any time from and after ________ __, 2008 (the "Original Issuance Date") and before 5:00 p.m., Eastern Time, on ________ __, 2013 (the "Expiration Date"), to purchase from Wherify Wireless, Inc., a Delaware corporation, (the "Company"), ____________________ (_______) shares (subject to adjustment as described herein), of common stock, par value $___ per share, of the Company (the "Common Stock"), upon surrender hereof, at the principal office of the Company referred to below, with a duly executed subscription form in the form attached hereto as Exhibit A and simultaneous payment therefore in lawful, immediately available money of the United States or otherwise as hereinafter provided, at an initia

Exercise. This Warrant may be exercised at any time or from time to time from and after the Original Issuance Date through and including the Expiration Date (the "Exercise Period"), on any business day, for the full number of shares of Common Stock called for hereby, by surrendering this Warrant at the principal office of the Company, at 63 Bovet Road, #521, San Mateo, California 94402-3104 (the "Principal Office"), with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "Commission"), or is no longer in effect, in exchange for the number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefore. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock.

Exercise

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Exercise. This Warrant may be exercised at any time or from time to time from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on _____________, unless such Warrant is terminated pursuant to Section 6, below, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 8880 Rio San Diego Drive, 8th Floor, San Diego, CA 92108, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "Commission"), or is no longer in effect, in exchange for the number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock. "Fair Market Value" shall mean, as of any date: (i) if shares of the Common Stock are listed on a national securities exchange, the average of the closing prices as reported for composite transactions during the ten (10) consecutive trading days preceding the trading day immediately prior to such date or, if no sale occurred on a trading day, then the mean between the closing bid and asked prices on such exchange on such trading day; (ii) if shares of the Common Stock are not so listed but are traded on the NASDAQ National Market ("NNM"), the average of the closing prices as reported on the NNM during the ten (10) consecutive trading days preceding the trading day immediately prior to such date or, if no sale occurred on a trading day, then the mean between the highest bid and lowest asked prices as of the close of business on such trading day, as reported on the NINM; or if applicable, the Nasdaq Capital Market ("NCM"), (iii) if not then included for quotation on the NNM or the NCM, the average of the highest reported bid and lowest reported asked prices as reported by the OTC Bulletin Board of the National Quotation Bureau, as the case may be; or (iv) if the shares of the Common Stock are not then publicly traded, the fair market price of the Common Stock as determined in good faith by the independent members of the Board of Directors of the Company and the Holders of all Warrants.

Exercise

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Exercise. This Warrant may be exercised at any time or from time to time from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on December ___, 2012, unless such Warrant is terminated pursuant to Section 6, below, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 875 North Michigan Avenue, Suite 2626, Chicago, IL 60611, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "Commission"), or is no longer in effect, and the Fair Market Value (as defined below) is equal to or greater than the Purchase Price, in exchange for the number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock. "Fair Market Value" shall mean, as of any date: (i) if shares of the Common Stock are listed on a national securities exchange, the average of the closing prices as reported for composite transactions during the ten (10) consecutive trading days preceding the trading day immediately prior to such date or, if no sale occurred on a trading day, then the mean between the closing bid and asked prices on such exchange on such trading day; (ii) if shares of the Common Stock are not so listed but are traded on the NASDAQ National Market ("NNM"), the average of the closing prices as reported on the NNM during the ten (10) consecutive trading days preceding the trading day immediately prior to such date or, if no sale occurred on a trading day, then the mean between the highest bid and lowest asked prices as of the close of business on such trading day, as reported on the NNM; or if applicable, the Nasdaq Capital Market ("NCM"), (iii) if not then included for quotation on the NNM or the NCM, the average of the highest reported bid and lowest reported asked prices as reported by the OTC Bulletin Board of the National Quotation Bureau, as the case may be; or (iv) if the shares of the Common Stock are not then publicly traded, the fair market price of the Common Stock as determined in good faith by the independent members of the Board of Directors of the Company and the Holders of all Warrants.

Exercise

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Exercise. This Warrant may be exercised at any time or from time to time from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on December 21, 2012, unless such Warrant is terminated pursuant to Section 6, below, on any business day, for the full number of shares of Common Stock called for hereby, by surrendering it at the principal office of the Company, at 875 North Michigan Avenue, Suite 2626, Chicago, IL 60611, with the subscription form duly executed, together with payment in an amount equal to (a) the number of shares of Common Stock called for on the face of this Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase Price may be made at Holder's choosing either: (1) by payment in immediately available funds; or (2) in lieu of any cash payment, if this Warrant is exercised on a date when a Registration Statement (as defined in the Registration Rights Agreement), covering the resale of the shares of Common Stock issuable upon exercise of this Warrant has not been declared effective by the Securities and Exchange Commission (the "Commission"), or is no longer in effect, and the Fair Market Value (as defined below) is equal to or greater than the Purchase Price, in exchange for the number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Purchase Price and the denominator of which is the Fair Market Value (as defined below). This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. Within two (2) business days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value on the date of exercise of one full share of Common Stock. "Fair Market Value" shall mean, as of any date: (i) if shares of the Common Stock are listed on a national securities exchange, the average of the closing prices as reported for composite transactions during the ten (10) consecutive trading days preceding the trading day immediately prior to such date or, if no sale occurred on a trading day, then the mean between the closing bid and asked prices on such exchange on such trading day; (ii) if shares of the Common Stock are not so listed but are traded on the NASDAQ National Market ("NNM"), the average of the closing prices as reported on the NNM during the ten (10) consecutive trading days preceding the trading day immediately prior to such date or, if no sale occurred on a trading day, then the mean between the highest bid and lowest asked prices as of the close of business on such trading day, as reported on the NNM; or if applicable, the Nasdaq Capital Market ("NCM"), (iii) if not then included for quotation on the NNM or the NCM, the average of the highest reported bid and lowest reported asked prices as reported by the OTC Bulletin Board of the National Quotation Bureau, as the case may be; or (iv) if the shares of the Common Stock are not then publicly traded, the fair market price of the Common Stock as determined in good faith by the independent members of the Board of Directors of the Company and the Holders of all Warrants.

Exercise from Long Term Incentive Plan

THIS CERTIFIES that on [date of grant] [Name] (the Holder) was granted an option (the Option) to purchase at the price of $[100% of Fair Market Value defined as the closing price of the Companys stock on the date of grant] per share (the Option Price) all or any part of [Number of shares] fully paid and non-assessable shares (the Shares) of the common stock, par value $.10 per share, of The Cooper Companies, Inc. (the Company), upon and subject to the following terms and conditions:

Exercise. The Option shall be exercised by the delivery, not less than one business day prior to the intended date of exercise, of a written notice of exercise in the form attached as Exhibit A hereto duly signed by the Holder, to the Company on any business day, at the Companys principal office. The Committee may condition the exercise of the Option or the issuance or delivery of the Shares upon the listing, registration or qualification of the Shares upon a securities exchange or under applicable securities laws. All certificates for Shares delivered under the Option shall be subject to such stock transfer order and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed and any applicable Federal or state securities law. The Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.

Exercise from Non Qualified Stock Option Agreement

THIS CERTIFIES that on November 1, 20 [Non-Employee Director] (the Holder), was granted an option (the Option) to purchase at the price of $[Fair Market Value calculated as the high and low of the trading prices for the Companys common stock on the date of grant] per share (the Option Price) all or any part of [Ten Thousand (10,000)] [Eleven Thousand Four Hundred (11,400)] fully paid and non-assessable shares (the Shares) of the common stock, par value $.10 per share, of The Cooper Companies, Inc. (the Company), upon and subject to the following terms and conditions:

Exercise. So long as the Option is exercisable, the Option shall be exercised by the delivery of a written notice of exercise in the form attached as Exhibit B hereto duly signed by the Holder, together with the full purchase price of the Shares being purchased pursuant to the exercise of the Option, to the Company on any business day, at the Companys principal office. In addition to the deferral rights described in Section 3 above, the Committee may condition the exercise of the Option or the issuance or delivery of the Shares upon the listing, registration or qualification of the Shares upon a securities exchange or under applicable securities laws. All certificates for Shares delivered under the Option shall be subject to such stock transfer order and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed and any applicable Federal or state securities law. The Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.