Common use of Exercise of Warrants Clause in Contracts

Exercise of Warrants. A Warrant may be exercised upon surrender to the Company of the Warrant Certificate evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvals.

Exercise of Warrants. A Warrant may be exercised The Exercise Price and the Shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of this Agreement, and in addition to the right to surrender Warrants without any cash payment as set forth in subsection (c) below, each Holder shall have the right to purchase from the Company the number of fully-paid and nonassessable Shares specified in such Warrants, upon (i) surrender to the Company Company, or its duly authorized agent, of the Warrant Certificate evidencing the Warrant to be exercised such Warrants, with the form Form of election Election to purchase on the reverse thereof Purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and upon loan association) or trust company located in the United States or a member of the NASD, (ii) payment to the Company of the Exercise Price, as adjusted from time to time as provided hereinin accordance with the provisions of Section 8 of this Agreement, for each Warrant Share then purchased. Payment the number of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant which such Warrants are then exercised and (iii) compliance with the requirements of the Act, the Rules and Regulations and applicable state securities laws, rules and regulations (clauses (i), (ii) and (iii) above are hereinafter collectively referred to as the "Exercise Requirements"). No adjustment shall be made for any cash dividends paid to stockholders of record before the date on which the Warrants are exercised. Upon completion of the Exercise Requirements, the Company shall issue and cause to be delivered, no later than three (a3) by wire transfer of immediately available funds in U.S. Dollars trading days following such surrender, to the Holders or (bsubject to Section 3) by certified to such person or official bank check persons and in such name or names as such Holder may designate, a certificate or certificates for U.S. Dollars made payable the number of full Shares so purchased upon the exercise of such Warrants, together with cash, in respect of any fractional Shares otherwise issuable upon such surrender, as provided in Section 9 of this Agreement. Such certificate or certificates shall be deemed to the order have been issued and any person so named therein shall be deemed to have become a holder of record of such Shares as of the Company. Each Warrant not exercised prior to date of the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as completion of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory ApprovalsExercise Requirements; provided, however, that in if, at the event date of surrender of such Warrants, the Holder has delivered a notice transfer books for the shares of Common Stock or other class of securities issuable upon the exercise to of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holder(s) thereof, either in full or, from time to time, in part and, if any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Warrant Expiration Date, a new Warrant or Warrants will be issued for the Expiration Date with respect to such Warrants shall automatically be extended for a period remaining number of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if Shares specified in the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsso surrendered.

Exercise of Warrants. A Subject to the provisions hereof, this Warrant may be exercised upon by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the “Exercise Agreement”), to the Company during normal business hours on any business day at the Company’s principal executive offices (or such other office or agency of the Warrant Certificate evidencing Company as it may designate by notice to the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signedholder hereof), and (i) upon payment to the Company of the Exercise Pricein cash, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check or by wire transfer for U.S. Dollars made payable to the order account of the Company. Each Warrant not exercised prior to Company of the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to Exercise Price for the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that specified in the event the Holder has delivered a notice of exercise Exercise Agreement or (ii) delivery to the Company prior of a written notice of an election to effect a “Cashless Exercise” (as defined in paragraph (b) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the Expiration Date holder hereof or such holder’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and any Regulatory Approvals payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding five (5) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants which this Warrant shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsnot then have been exercised.

Exercise of Warrants. A Warrant may be exercised upon surrender to the Company of the Warrant Certificate evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, and upon payment to the Company of The Warrants initially are exercisable at the Exercise Price, as adjusted from time Price (subject to time adjustment as provided hereinin SECTION 6 hereof) per share of Common Stock, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) payable by certified or official bank cashier's check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior ; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of such time. Notwithstanding anything in this Agreement the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the contraryHolder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder hereby acknowledges and agrees that its exercise or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Shares is subject to Certificate are exercisable at the condition that option of the Holder will have first received thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any necessary Regulatory Approvals; providedWarrant Certificate, howeverthe Company shall cancel said Warrant Certificate upon the surrender thereof and, that in unless the event Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder has delivered shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a notice date on which the stock transfer books of exercise to the Company prior are closed, such person shall be deemed to have become the Expiration Date and any Regulatory Approvals with respect to holder of such exercise shares at the close of business on the next succeeding date on which the stock transfer books are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsopen.

Exercise of Warrants. A Exercise of the purchase rights represented by this Warrant may be exercised upon surrender made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Warrant Certificate evidencing Company as it may designate by notice in writing to the Warrant to be exercised with registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of election to purchase on Exercise”). Within the reverse thereof duly completed earlier of (i) three (3) Trading Days and signed(ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of Holder shall deliver the aggregate Exercise Price for all Warrant Shares being purchased the shares specified in respect the applicable Notice of a Warrant shall be made (a) Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of immediately available funds in U.S. Dollars Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or (bother type of guarantee or notarization) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as any Notice of such timeExercise be required. Notwithstanding anything in this Agreement herein to the contrary, the Holder hereby acknowledges and agrees that its exercise of a shall not be required to physically surrender this Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event Company until the Holder has delivered a notice purchased all of exercise the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company prior for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as Company. Partial exercises of this Warrant resulting in purchases of a portion of the Expiration Date, total number of Warrant Shares available hereunder shall have the Expiration Date with respect effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approvalpurchases. The Company agrees that if shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the exercise provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Without limiting the rights of a Holder to receive Warrant requires any Regulatory Approval it Shares on a “cashless exercise” and without limiting the liquidated damages provision in Section 2(d)(i) and the buy-in provision in Section 2(d)(iv), in no event will promptly provide the Holder all cooperation reasonably requested Company be required to obtain such Regulatory Approvalsnet cash settle a Warrant exercise.

Exercise of Warrants. A Exercise of the purchase rights represented by this Warrant may be exercised upon surrender made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Warrant Certificate evidencing Company as it may designate by notice in writing to the Warrant to be exercised with registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of election to purchase on Exercise”). Within the reverse thereof duly completed earlier of (i) three (3) Trading Days and signed(ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of Holder shall deliver the aggregate Exercise Price to the Company for all Warrant Shares being purchased the shares specified in respect the applicable Notice of a Warrant shall be made (a) Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of immediately available funds in U.S. Dollars Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or (bother type of guarantee or notarization) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as any Notice of such timeExercise be required. Notwithstanding anything in this Agreement herein to the contrary, the Holder hereby acknowledges and agrees that its exercise of a shall not be required to physically surrender this Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event Company until the Holder has delivered a notice purchased all of exercise the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company prior for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as Company. Partial exercises of this Warrant resulting in purchases of a portion of the Expiration Date, total number of Warrant Shares available hereunder shall have the Expiration Date with respect effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approvalpurchases. The Company agrees shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. For the avoidance of doubt, there is no circumstance that if would require the exercise of any Warrant requires any Regulatory Approval it will promptly provide Company to net cash settle the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsWarrants.

Exercise of Warrants. A During the Exercise Period, each Holder may, subject to this Agreement, exercise from time to time some or all of the Warrants evidenced by its Warrant may be exercised upon surrender Certificate(s) by (i) surrendering to the Company at the principal office of the Warrant Certificate evidencing the Agent such Warrant to be exercised Certificate(s) with the form of election to purchase on the reverse thereof duly completed filled in and signedsigned which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc. (the "NASD"), or , to the extent held in "street" name, Holder shall comply with applicable law, and upon payment (ii) paying to the Company Warrant Agent for the account of the Company the aggregate Exercise Price, as adjusted from time Price for the number of Warrant Shares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to time as provided herein, for each the Warrant Share then purchasedAgent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) in cash by wire transfer of immediately available funds in U.S. Dollars to the Warrant Agent for the account of the Company or (b) by certified or official bank check for U.S. Dollars made payable or checks to the order of the CompanyCompany or by any combination thereof. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if Upon the exercise of any Warrant requires any Regulatory Approval it will promptly provide Warrants in accordance with this Agreement, the Company shall issue and cause to be delivered with all reasonable dispatch, to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants and shall take such other actions at its sole expense as are necessary to complete the exercise of such Warrants (including, without limitation, payment of any cash with respect to fractional interests required under Section 10 hereof). The Warrant Agent shall have no responsibility or liability for such issuance or the determination of the number of Warrant Shares issuable upon such exercise. The certificate or certificates representing such Warrant Shares shall have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date such Warrants are exercised hereunder. Each Warrant Share, when issued upon exercise of the Warrants, shall be duly authorized, validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive rights. In the event that less than all cooperation of the Warrants evidenced by a Warrant Certificate are exercised, the Holder thereof shall be entitled to receive a new Warrant Certificate or Certificates as specified by such Holder evidencing the remaining Warrant or Warrants, and the Warrant Agent is hereby irrevocably authorized by the Company to countersign, issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to the provisions of this Section 4.2 hereof and of Section 3 hereof. The Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf to the Company for such purpose. Upon delivery of the Warrant Shares issuable upon exercise in accordance herewith and of any required new Warrant Certificates, the Company shall direct the Warrant Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner permitted by applicable laws and satisfactory to the Company in accordance with its written instructions to the Warrant Agent. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all amounts received by the Warrant Agent upon exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at its office. The Company shall at its sole expense supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may reasonably requested to obtain such Regulatory Approvalsrequest.

Exercise of Warrants. A Warrant Each registered holder of Warrants shall have the right, which right may be exercised as set forth herein, to purchase from the Company, and the Company shall issue and sell to such registered holder of Warrants, the number of fully paid and nonassessable shares of Common Stock specified herein, upon surrender to the Company of the Warrant Certificate evidencing the Warrant to be exercised Company, with the form of election to purchase on the reverse thereof duly completed and signed, and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, Price for each Warrant Share the number of shares of Common Stock in respect of which such Warrants are then purchasedexercised. Payment of the aggregate such Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall may be made (a) by wire transfer of immediately available funds in U.S. Dollars cash or (b) by certified check, bank draft, or official bank check for U.S. Dollars made postal or express money order, payable in United States dollars, to the order of the Company. Each Warrant not exercised prior Upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the Expiration Date written order of the registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants. Such certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease a holder of record of such Common Stock, as of the date of surrender of such time. Notwithstanding anything in this Agreement to Warrants and payment of the contraryExercise Price, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvalsas aforesaid; provided, however, that if, at the date of surrender of such Warrants and the payment of such Exercise Price, the transfer books for the Common Stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the Common Stock in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such shares; provided further, however, that the transfer books aforesaid, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The right of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or, from time to time, for only part of the Common Stock specified therein, and in the event that any Warrant is exercised in respect of less than all of the Holder has delivered a notice of exercise to the Company Common Stock specified therein at any time prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as date of expiration of the Expiration DateWarrants, a new Warrant or Warrants will be issued for the remaining number of Common Stock specified in the Warrant so surrendered. Notwithstanding anything contained herein to the contrary, no Warrant may be exercised if the issuance of Common Stock in connection therewith would constitute a violation of the registration provisions of federal or state securities laws. Upon 30 days prior written notice to the holder of the Warrants, the Expiration Date with respect Company shall have the right to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if reduce the exercise price and/or extend the term of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested Warrants in compliance with the requirements of Rule 13e-4 to obtain such Regulatory Approvalsthe extent applicable.

Exercise of Warrants. A Warrant The Warrants may be exercised upon by the Holder, in whole or in part (but not as to a fractional share of Common Stock), by surrender of this Warrant Agreement at the principal office of the Company located at 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 (or such other office or agency of the Company as may be designated by notice in writing to the Company Holder at the address of such Holder appearing on the books and records of the Warrant Certificate evidencing the Warrant to be exercised Company), with the appropriate form of election to purchase attached hereto duly exercised, at any time within the period beginning on the reverse thereof duly completed date of this Warrant Agreement, which is specified above and signed, ending on that date exactly ten (10) years from the Effective Date (the “Exercise Period”) and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (bi) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise or (ii) by surrender to the Company prior for cancellation of a portion of these Warrants representing that number of unissued shares of Common Stock underlying these Warrants which is equal to the Expiration Date quotient obtained by dividing (A) the product obtained by multiplying the Exercise Price by the number of shares of such Common Stock being purchased upon such exercise by (B) the difference obtained by subtracting the Exercise Price from the average of the bid and asked prices on the date of exercise (the “Per Share Market Value”) as of the date of such exercise. In any Regulatory Approvals case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the provisions of clause (ii) of this subsection (b), such exercise shall be accompanied by written notice from the Holder of these Warrants specifying the manner of payment thereof and containing a calculation showing the number of such shares of Common Stock with respect to such exercise which rights are pending as being surrendered thereunder and the net number of the Expiration Date, the Expiration Date with respect shares to be issued after giving effect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approvalsurrender. The Company agrees that if the exercise shares of any Warrant requires any Regulatory Approval it will promptly provide Common Stock so purchased shall be deemed to be issued to the Holder all cooperation reasonably requested as the record owner of such shares of Common Stock as of the close of business on the date on which the Warrant Agreement shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased shall be delivered to obtain such Regulatory Approvalsthe Holder promptly and in no event later than thirty (30) days after the Warrants shall have been so exercised.

Exercise of Warrants. A Exercise of the purchase rights represented by this Warrant may be exercised upon surrender made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Warrant Certificate evidencing Company as it may designate by notice in writing to the Warrant to be exercised with registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of election to purchase on Exercise”). Within the reverse thereof duly completed earlier of (i) two (2) Trading Days and signed(ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 3(d)(i) herein) following the date of exercise as aforesaid, and upon payment to the Company of Holder shall deliver the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment unpaid portion of the aggregate Exercise Price to the Company for all the Warrant Shares being purchased specified in respect the applicable Notice of a Warrant shall be made (a) Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 3(c) below is specified in the applicable Notice of immediately available funds in U.S. Dollars Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or (bother type of guarantee or notarization) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as any Notice of such timeExercise be required. Notwithstanding anything in this Agreement herein to the contrary, the Holder hereby acknowledges and agrees that its exercise of a shall not be required to physically surrender this Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event Company until the Holder has delivered a notice purchased all of exercise the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company prior for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as Company. Partial exercises of this Warrant resulting in purchases of a portion of the Expiration Date, total number of Warrant Shares available hereunder shall have the Expiration Date with respect effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approvalpurchases. The Company agrees that if shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the exercise provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Without limiting the rights of a Holder to receive Warrant requires any Regulatory Approval it Shares on a “cashless exercise” and without limiting the liquidated damages provision in Section 3(d)(i) and the buy-in provision in Section 3(d)(iv), in no event will promptly provide the Holder all cooperation reasonably requested Company be required to obtain such Regulatory Approvalsnet cash settle a Warrant exercise.

Exercise of Warrants. A (a) Subject to the Terms and Conditions (including, without limitation, the limitations set forth in Section 2 of the Warrant and Section 7(c) herein), the Holder of a Warrant may be exercised upon surrender exercise the Warrant, in whole or in part, at the Holder’s election at any time on or after the Initial Exercise Date (as defined in the Warrant) and before the Termination Date (as defined in the Warrant). The Holder shall exercise the Warrant, in each case, by delivery of an executed Exercise Notice to the Warrant Agent (or to the Company if the exercise is made pursuant to a cashless exercise pursuant to Section 2(c) of the Warrant Certificate evidencing Warrant) of the Holder’s election to exercise the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided hereinwhich may be made, for each Warrant Share then purchased. Payment at the option of the aggregate Exercise Price Holder, by check delivered to the Warrant Agent at the office of the Warrant Agent designated for all such purpose or to the office of one of its agents as may be designated in writing by the Warrant Shares being purchased in respect of a Warrant shall be made (a) Agent, or by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order account of the Warrant Agent set forth on Exhibit A hereto. The Warrant Agent shall forward funds received for Warrant exercises in a given month by the 5th business day of the following month by wire transfer to an account designated by the Company. Each If permitted by the Terms and Conditions (including Section 2(c) of the Warrant), the Holder of a Warrant not exercised prior may exercise the Warrant by cashless exercise, in whole or in part, upon delivery of an executed Exercise Notice to the Expiration Date Company. Upon receipt of an Exercise Notice for a cashless exercise, the Company shall become void calculate and all rights thereunder transmit to the Warrant Agent within one (1) Business Day (and all rights the Warrant Agent shall have no obligation under this section to calculate) the number of Warrant Shares issuable in respect thereof connection with the cashless exercise (the “Cashless Exercise Notification”). The Warrant Agent shall have no duty or obligation under this Agreement shall cease as or the Warrant to calculate, confirm, investigate or verify the accuracy of such time. Notwithstanding anything in this Agreement to the contrarycorrectness of, the Holder hereby acknowledges and agrees that its exercise number of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received issuable in connection with any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalshereunder.

Exercise of Warrants. A Warrant may be exercised upon surrender to the Company of the Warrant Certificate certificate or certificates evidencing the Warrant Warrants to be exercised exercised, together with the form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be guaranteed by a bank or trust company or a broker or dealer which is a member of the National Association of Securities Dealers, Inc., to the Company at its principal office (or if appointed, the principal office of the Warrant Agent) and upon payment of the Warrant Price (as defined in and determined in accordance with the provisions of Sections 9 and 10 hereof) to the Company (or if appointed, to the Warrant Agent for the account of the Exercise Price, as adjusted from time to time as provided hereinCompany), for each the number of Warrant Share Shares in respect of which such Warrants are then purchasedexercised. Payment of the aggregate Exercise Warrant Price (defined in Section 9 herein) shall be made in cash or by certified or bank cashier’s check. 3 Subject to Section 6 hereof, upon the surrender of the Warrant and payment of the Warrant Price as aforesaid, the Company (or if appointed, the Warrant Agent) shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for all the number of full Warrant Shares being so purchased upon the exercise of such Warrant, together with cash, as provided in Section 11 hereof, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Warrant Price, as aforesaid. The rights of purchase represented by the Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to exercisable, at the order election of the Company. Each Holder thereof, either in full or from time to time in part and, in the event that a certificate evidencing the Warrant not is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the Expiration Date shall become void date of expiration of the Warrant, a new certificate evidencing the unexercised portion of the Warrant will be issued, and all rights thereunder the Warrant Agent (if so appointed) is hereby irrevocably authorized to countersign and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to deliver the required new Warrant certificate or certificates pursuant to the contraryprovisions of this Section and Section 3 hereof, and the Holder hereby acknowledges and agrees that its exercise Company, whenever required by the Warrant Agent (if appointed), will supply the Warrant Agent with Warrant certificates duly executed on behalf of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to for such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approvalpurpose. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvals.5.2

Exercise of Warrants. A The registered holder of each Warrant shall have the right, which may be exercised as in such Warrant expressed, to purchase from the Company (and the Company shall issue and sell to such registered holder) the number of Shares specified in such Warrant, upon surrender to the Company Company, at the office in ________________________________ of the Warrant Certificate evidencing the Warrant to be exercised Agent of such Warrant, with the form of election to purchase on the reverse thereof duly completed filled in and signed, and upon payment to the Warrant Agent for the account of the Company of the Warrant Exercise Price, as adjusted from time to time as provided hereindetermined in accordance with the provisions of Section 9 of this Agreement, for each the number of Shares in respect of which such Warrant Share is then purchasedexercised. Payment of the aggregate such Warrant Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall may be made (a) by wire transfer of immediately available funds in U.S. Dollars cash, or (b) by certified check or official bank check for U.S. Dollars made draft or postal or express money order, payable in United States dollars, to the order of the CompanyWarrant Agent. Each No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, upon such surrender of Warrants, and payment of the Warrant not exercised prior Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the Expiration Date shall become void written order of the registered holder of such Warrants, and all rights thereunder and all rights in such name or names as such registered holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect thereof under this Agreement of any fraction of a Share otherwise issuable upon such surrender. Such certificate or certificates shall cease be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of such time. Notwithstanding anything in this Agreement to Warrants and payment of the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory ApprovalsExercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants and payment of such Warrant Exercise Price, the transfer books for the Shares purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such Warrant Exercise Price shall be effective to constitute the person so designated to be named therein as the holder of record of such Shares on such date, but shall be effective to constitute such person as the holder of record of such Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Shares. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Holder has delivered a notice of exercise to the Company prior to Shares specified therein at any time before the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration DateWarrants, a new Warrant or Warrants of like tenor will be issued for the Expiration Date remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of Section 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with respect to Warrants duly executed on behalf of the Company for such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalspurpose.

Exercise of Warrants. A (a) Upon surrender of this Warrant may be exercised upon surrender to the Company of the Warrant Certificate evidencing the Warrant to be exercised with the form Form of election Election to purchase on the reverse thereof Exercise attached hereto duly completed and signedsigned to the Company, at its address set forth in Section 10, and upon payment to the Company and delivery of the Exercise Price, as adjusted from time to time as provided herein, for each Price per Warrant Share then purchased. Payment multiplied by the number of Warrant Shares that the Warrant Holder intends to purchase hereunder, in lawful money of the aggregate Exercise Price for all Warrant Shares being purchased in respect United States of America, by tendering cash, wire transferring or delivering a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars certified check or (b) by certified or official bank check for U.S. Dollars made cashier’s check, payable to the order of the Company. Each , all as specified by the Warrant not exercised prior Holder in the Form of Election to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contraryExercise, the Company shall promptly issue or cause to be issued and cause to be delivered to or upon the written order of the Warrant Holder hereby acknowledges and agrees that its exercise of a in such name or names as the Warrant for Warrant Shares is Holder may designate (subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that restrictions on transfer described in the event legend set forth on the face of this Warrant), a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the Securities Act. Any person so designated by the Warrant Holder has delivered a notice to receive Warrant Shares shall be deemed to have become holder of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to record of such exercise are pending Warrant Shares as of the Expiration DateDate of Exercise of this Warrant, irrespective of the Expiration Date with respect to date of delivery of the certificate evidencing such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that shares, except that, if the exercise date of any Warrant requires any Regulatory Approval it such receipt is a date on which the stock transfer books of the Company are closed, such person will promptly provide be deemed to have become the Holder all cooperation reasonably requested to obtain holder of such Regulatory Approvalsshares at the close of business on the next succeeding date on which the stock transfer books are open.

Exercise of Warrants. A Subject to Section 2(e), exercise of the purchase rights represented by this Warrant may be exercised upon surrender made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed e-mail attachment of the Warrant Certificate evidencing the Warrant to be exercised with Notice of Exercise in the form annexed hereto (the “Notice of election to purchase on Exercise”). Within the reverse thereof duly completed earlier of (i) two (2) Trading Days and signed(ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of Holder shall deliver the aggregate Exercise Price to the Company for all the Warrant Shares being purchased specified in respect the applicable Notice of a Warrant shall be made (a) Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is then permitted and is specified in the applicable Notice of immediately available funds in U.S. Dollars Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or (bother type of guarantee or notarization) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as any Notice of such timeExercise be required. Notwithstanding anything in this Agreement herein to the contrary, the Holder hereby acknowledges and agrees that its exercise of a shall not be required to physically surrender this Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event Company until the Holder has delivered a notice purchased all of exercise the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company prior for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as Company. Partial exercises of this Warrant resulting in purchases of a portion of the Expiration Date, total number of Warrant Shares available hereunder shall have the Expiration Date with respect effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approvalpurchases. The Company agrees that if shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the exercise provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any Warrant requires any Regulatory Approval it will promptly provide given time may be less than the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsamount stated on the face hereof.

Exercise of Warrants. (a) Commencing (i) in the case of the Class A Warrant Warrants, at the opening of business on the Class A Initial Exercise Date and (ii) in the case of the Class B Warrants, at the opening of business on the Class B Initial Exercise Date, Warrants may be exercised upon surrender by surrendering the Warrant Certificate evidencing such Warrants at the Warrant Agent's Office with the Election to Purchase form set forth on the reverse of the Warrant Certificate duly completed and executed by the registered holder thereof or his attorney duly authorized in writing, accompanied by payment in full, as set forth below, to the Warrant Agent for the account of the Company the Exercise Price for each share of Common Stock as to which Warrants are exercised and any taxes that the registered holder is required to pay as set forth in Section 3.9. Such Exercise Price shall be paid in full by (i) cash or a certified check or a wire transfer in same day funds in an amount equal to the then applicable Exercise Price multiplied by the number of Warrant Shares then being purchased, (ii) delivery to the Company of that number of shares of Common Stock, duly endorsed, having an aggregate Fair Market Value (as defined in Section 4.1(d)) equal to the then applicable Exercise Price multiplied by the number of Warrant Shares then being purchased or (iii) by any combination of (i) and (ii). In the alternative, the holder of a Warrant Certificate may exercise its right to purchase some or all of the Warrant Shares subject to such Warrant Certificate, 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 evidencing less that number of shares of Common Stock having an aggregate Fair Market Value at the Warrant Date of Exercise equal to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price that would otherwise have been paid by such holder for all the number of Warrant Shares being purchased in respect subscribed to pursuant to such Warrant Certificate. A registered Warrant holder may exercise all or any number of whole Warrants represented by a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsCertificate.

Exercise of Warrants. A Exercise of the purchase rights represented by this Warrant may be exercised upon surrender made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Warrant Certificate evidencing Company as it may designate by notice in writing to the Warrant to be exercised with registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed e-mail attachment of the Notice of Exercise in the form annexed hereto (the “Notice of election to purchase on Exercise”). Within the reverse thereof duly completed earlier of (i) two (2) Trading Days and signed(ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of Holder shall deliver the aggregate Exercise Price to the Company for all the Warrant Shares being purchased specified in respect the applicable Notice of a Warrant shall be made (a) Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of immediately available funds in U.S. Dollars Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or (bother type of guarantee or notarization) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as any Notice of such timeExercise be required. Notwithstanding anything in this Agreement herein to the contrary, the Holder hereby acknowledges and agrees that its exercise of a shall not be required to physically surrender this Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event Company until the Holder has delivered a notice purchased all of exercise the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company prior for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as Company. Partial exercises of this Warrant resulting in purchases of a portion of the Expiration Date, total number of Warrant Shares available hereunder shall have the Expiration Date with respect effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approvalpurchases. The Company agrees that if shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the exercise provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any Warrant requires any Regulatory Approval it will promptly provide given time may be less than the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsamount stated on the face hereof.

Exercise of Warrants. A Warrant may be exercised upon surrender to the Company of the Warrant Certificate evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, and upon payment to the Company of The Warrants initially are exercisable at the Exercise Price, as adjusted from time Price (subject to time adjustment as provided hereinin SECTION 6 hereof) per share of Common Stock, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) payable by certified or official bank cashier's check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior ; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of such time. Notwithstanding anything in this Agreement the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the contraryHolder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last 10 trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last 10 trading days before such date or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last 20 trading days before such date. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 3811 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000), xhe Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also referred to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder hereby acknowledges shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock from the date on which the Warrant was surrendered and agrees that its exercise payment of the Exercise Price was made irrespective of the date of delivery of such shares, except that, if the date of such surrender and payment is a Warrant for Warrant Shares is subject to date on which the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice stock transfer books of exercise to the Company prior are closed, such person shall be deemed to have become the Expiration Date and any Regulatory Approvals with respect to holder of such exercise shares at the close of business on the next succeeding date on which the stock transfer books are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsopen.

Exercise of Warrants. A The Holder's right to exercise this Warrant may be exercised upon surrender to shall vest in equal increments at the Company first, second and third anniversaries of the Warrant Certificate evidencing the Warrant to be exercised with the form date of election to purchase on the reverse thereof duly completed and signed, and upon payment to the Company issuance of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory ApprovalsWarrant; provided, however, that the Holder's right to exercise the Warrant shall fully vest immediately prior to a public offering of the Company's common stock. This Warrant is exercisable in whole or in part at the event Exercise Price per share of Common Stock payable hereunder, payable in cash or by certified or official bank check. The only condition to vesting of the Holder has delivered a notice Holder's right to exercise this Warrant shall be the passage of time and Holder's right to exercise the Option shall not be terminated for any reason, including (without limitation) by reason of death, disability, incapacity or termination of employment. Upon surrender of this Warrant Certificate with the annexed Notice of Exercise Form duly executed (which Notice of Exercise Form may be submitted either by delivery to the Company prior or by facsimile transmission as provided in Section 8 hereof), together with payment of the Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. For the purposes of this Section 2, "Market Value" shall be an amount equal to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending average closing bid price of a share of Common Stock, as reported by Bloomberg, LP or, if not so reported, as reported on the over-the-counter market for the five (5) trading days preceding the Company's receipt of the Expiration DateNotice of Exercise Form duly executed, multiplied by the Expiration Date with respect number of shares of Common Stock to such Warrants shall automatically be extended for a period issued upon surrender of 30 days following final approval or disapproval of any such Regulatory Approvalthis Warrant Certificate. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsUPON EXERCISE OF THE WARRANT AND ISSUANCE OF THE UNDERLYING SHARES OF COMMON STOCK, THE HOLDER AND/OR ANY AFFILIATE (AS DEFINED BY THE SECURITIES AND EXCHANGE ACT OF 1934) TO WHOM SOME OR ALL OF THE WARRANT SHALL HAVE BEEN TRANSFERRED OR ASSIGNED SHALL GRANT TO ZACKXXX XXXXX, XX ANY CAPACITY, CURRENTLY AS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, AN IRREVOCABLE PROXY TO VOTE THE SHARES OF COMMON STOCK UNDERLYING THE WARRANT, WHICH PROXY SHALL EXPIRE FIVE (5) YEARS FROM THE DATE OF GRANT.

Exercise of Warrants. A Subject to the provisions of the Warrants and this Warrant Agent Agreement, a Warrant may be exercised upon surrender by the Registered Holder thereof by delivering to the office of the Warrant Agent, or at the office of its successor as Warrant Agent, the Warrant, the notice of exercise, as set forth in the Warrant, duly executed and properly completed, accompanied such other documentation as the Warrant Agent may reasonably request, and by paying in full, in lawful money of the United States by wire transfer to the Warrant Agent, the Warrant Price for each full Warrant Share as to which the Warrant is exercised and the issuance of the Warrant Shares by the Warrant Agent as set forth in the applicable Warrant. In no event shall the Registered Holder of any Warrant be entitled to “net cash settle” the Warrant. The Warrant Agent will transmit to the Company the funds received from the Registered Holders for the exercise of the Warrant Certificate evidencing Warrants by the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, and upon payment to the Company 5th business day of the month following the acceptance of such funds. No ink-original Notice of Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made required, nor shall any medallion guarantee (aor other type of guarantee or notarization) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order any Notice of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory ApprovalsExercise be required; provided, however, that in the event the Holder has delivered a notice case of exercise Notice of Exercise that involves transfer of ownership, (for purposes of clarity, transfer of ownership shall not include issuance of Warrant Shares to the Registered Holder of the Warrants), or change in the name of the registered holder, the Warrant Agent may reasonably request such other documentations to accompany the Notice of Exercise, including a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. In the event of a cash exercise of the Warrants, the Company prior hereby instructs the Warrant Agent to record cost basis for newly issued Warrant Shares to be equal to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsprice thereof.

Exercise of Warrants. A (a) The rights represented by this Warrant -------------------- may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, with the purchase form attached hereto (or reasonable facsimile thereof) duly executed, at the principal office of the Company at Xxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxx 00000 (or such other office or agency of the Company as it may designate by notice in writing to the holder hereof at the address of such holder appearing on the books of the Company at any time during the period within which the rights represented by this Warrant may be exercised upon surrender or, if such exercise is in connection with an underwritten public offering of Shares subject to this Warrant, at the Company of location at which the Warrant Certificate evidencing the Warrant to underwriting agreement requires that such Shares be exercised with the form of election to purchase on the reverse thereof duly completed and signed, delivered) and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (aSection 1(b) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approvalbelow. The Company agrees that the Shares so purchased shall be and will be deemed to be issued to the holder hereof as the record owner of such Shares immediately prior to the close of business on the date on which this Warrant shall have been surrendered and payment made for such Shares as aforesaid (except that if the such exercise is in connection with an underwritten public offering of Shares subject to this Warrant, then such exercise shall be deemed to have been effected upon such surrender of this Warrant). On each day that an exercise of this Warrant is deemed effected, the person or persons in whose name or names any certificate or certificates of Shares are issuable upon such exercise shall be deemed to have become the holder or holders of record of such Shares. Certificates for the Shares so purchased shall be delivered, at the Company's expense (including, without limitation, the payment by the Company of any applicable issue, stamp or other taxes), to the holder hereof as promptly as practicable thereafter, but in each case within five (5) days, after the rights represented by this Warrant requires shall have been exercised (unless such exercise shall be in connection with a public offering of Shares subject to this Warrant, in which event concurrently with such exercise) and, in case such exercise is in part only, a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for the number (which may be fractional) of Shares (without giving effect to any Regulatory Approval it adjustment therein) equal to the Shares with respect to which this Warrant shall not then have been exercised shall also be issued to the holder within such time. Certificates for fractional Shares will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsnot be issued.

Exercise of Warrants. A Warrant may be exercised upon surrender The Warrants initially are exercisable at the initial exercise price (subject to the Company adjustment as provided in Section 9 hereof) per share of Common Stock as set forth in Section 8 hereof payable by paying in full, in lawful money of the Warrant Certificate evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signedUnited States, and upon payment to the Company of the Exercise Pricein cash, as adjusted from time to time as provided hereinwire transfer, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars certified check or (b) by certified or official bank check for U.S. Dollars made draft payable to the order of the Company (or as otherwise agreed to by the Company). Each Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price (as hereinafter defined) for the shares of Common Stock purchased at the Company's principal offices in New York (presently located at 1 Bridge Street, Irvington, NY 10533) the registered holder of the Xxxxxxx Xxxxxxxxxxx xxxxx xx entitled to receive a certificate or certificates for the shares of Common Stock so purchased. The purchase rights represented by the Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants), provided that no exercise may be for fewer than 10,000 shares of Common Stock (or such lesser number that may remain upon exercise of the Warrants). Warrants may be exercised prior to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the shares of Common Stock purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and shall execute and deliver to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as Holder a new Warrant Certificate of such timelike tenor for the balance of the shares of Common Stock. Notwithstanding anything in this Agreement to the contraryforegoing, the Holder hereby acknowledges and agrees that its exercise the Company does not have a sufficient number of a Warrant for Warrant Shares is subject authorized shares of Common Stock to permit the condition purchase of all of the shares of Common Stock that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise right to purchase under the Lender Warrants nor has the Company prior obtained stockholder approval to amend its Certificate of Incorporation to increase the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as number of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period authorized shares of 30 days following final approval or disapproval of any such Regulatory ApprovalCommon Stock. The Company covenants and agrees that if it shall take such actions as are necessary to amend its Certificate of Incorporation to increase the exercise number of any Warrant requires any Regulatory Approval authorized shares of Common Stock to an aggregate of 290,000,000 shares, which actions shall be taken as soon as practical after the date hereof, but in no event later than 30 days after the date hereof. Holder agrees that it will promptly provide shall not purchase more than a total of 30,000,000 shares of Common Stock under the Holder all cooperation reasonably requested to obtain Lender Warrants until such Regulatory Approvalstime as the Company has amended its Certificate of Incorporation as set forth in this Section 3.

Exercise of Warrants. A Subject to Section 2(e), exercise of the purchase rights represented by this Warrant may be exercised upon surrender made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed e-mail attachment of the Warrant Certificate evidencing the Warrant to be exercised with Notice of Exercise in the form annexed hereto (the “Notice of election to purchase on Exercise”). Within the reverse thereof duly completed earlier of (i) two (2) Trading Days and signed(ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of Holder shall deliver the aggregate Exercise Price to the Company for all the Warrant Shares being purchased specified in respect the applicable Notice of a Warrant shall be made (a) Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of immediately available funds in U.S. Dollars Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or (bother type of guarantee or notarization) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as any Notice of such timeExercise be required. Notwithstanding anything in this Agreement herein to the contrary, the Holder hereby acknowledges and agrees that its exercise of a shall not be required to physically surrender this Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event Company until the Holder has delivered a notice purchased all of exercise the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company prior for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as Company. Partial exercises of this Warrant resulting in purchases of a portion of the Expiration Date, total number of Warrant Shares available hereunder shall have the Expiration Date with respect effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approvalpurchases. The Company agrees that if shall deliver any objection to any Notice of Exercise within two (2) Trading Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the exercise provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any Warrant requires any Regulatory Approval it will promptly provide given time may be less than the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsamount stated on the face hereof.

Exercise of Warrants. A Exercise of the purchase rights for Warrant ADSs represented by this Warrant may be exercised upon surrender made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Warrant Certificate evidencing Company as it may designate by notice in writing to the Warrant to be exercised with registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed notice of exercise in the form annexed hereto as Exhibit A (a “Notice of election Exercise”), which may be delivered in a .PDF format via electronic mail pursuant to purchase on the reverse thereof duly completed and signed, and upon payment notice provisions set forth in the Purchase Agreement. Within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise Priceis delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment the Company shall have received payment of the aggregate Exercise Price for all of the Warrant Shares being ADSs thereby purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank cashier’s check for U.S. Dollars drawn on a United States bank, unless such exercise is made payable pursuant to the order cashless exercise procedure specified in Section 2(c) below (if available). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. The Company shall be entitled to conclusively assume the genuineness of any signature on any Notice of Exercise delivered to the Company pursuant to this Section 2(a), the legal capacity and competency of all natural persons signing any Notice of Exercise so delivered, the authenticity of any Notice of Exercise so delivered, the conformity to an authentic original of any Notice of Exercise so delivered as certified, authenticated, conformed, photostatic, facsimile, or electronic and the authenticity of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as original of such timeNotice of Exercise. Notwithstanding anything in this Agreement herein to the contrary, the Holder hereby acknowledges and agrees that its exercise of a shall not be required to physically surrender this Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event Company until the Holder has delivered a notice purchased all of exercise the Warrant ADSs available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company prior for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Expiration Date Company. The Holder and any Regulatory Approvals with respect the Company shall maintain records showing the number of Warrant ADSs purchased and the date of such purchases, and the Company shall be entitled to such exercise are pending as conclusively assume that its records of the Expiration Datenumber of Warrant ADSs purchased and the date of such purchases are accurate, absent actual notice to the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approvalcontrary. The Company agrees that if the exercise shall deliver any objection to any Notice of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain Exercise within two (2) Business Days of receipt of such Regulatory Approvalsnotice.

Exercise of Warrants. A Warrant (a) Each of the Warrants may be exercised at any time or from time to time on or after the Closing Date until the tenth (10th) anniversary of the Closing Date, on any day that is a Business Day, for all or any part of the number of Issuable Warrant Shares purchasable upon surrender its exercise. In order to exercise its Warrant, in whole or in part, the Holder will deliver to the Company at the address designated by the Company pursuant to Section 6.06, (i) a written notice of such Holder's election to exercise its Warrant, which notice will specify the number of Issuable Warrant Certificate evidencing the Warrant Shares to be exercised with the form of election purchased pursuant to purchase on the reverse thereof duly completed and signedsuch exercise, and upon (ii) payment to the Company of the Exercise Price, in an amount equal to the aggregate purchase price for all Issuable Warrant Shares to be purchased pursuant to such exercise, and (iii) the Warrant. Such notice will be substantially in the form of the Subscription Form appearing at the end of the Warrants. Upon receipt of such notice, the Company will, as adjusted from time promptly as practicable, and in any event within ten (10) business days, execute, or cause to time be executed, and deliver to such Holder a certificate or certificates representing the aggregate number of full shares of Common Stock and Other Securities issuable upon such exercise, as provided hereinin this Agreement. The stock certificate or certificates so delivered will be in such denominations as may be specified in such notice and will be registered in the name of such Holder, or, subject to compliance with transfer and registration requirements under applicable Federal and state securities laws, such other name as designated in such notice. A Warrant will be deemed to have been exercised, such certificate or certificates will be deemed to have been issued, and such Holder or any other Person so designated or named in such notice will be deemed to have become a holder of record of such shares for each Warrant Share then purchased. Payment all purposes, as of the aggregate date that such notice, together with payment of the Exercise Price for all and the Warrant Shares being purchased in respect of a Warrant shall be made (a) is received by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each If the Warrant not has been exercised prior to in part, the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as Company will, at the time of delivery of such time. Notwithstanding anything in this Agreement certificate of certificates, deliver to such Holder a new Warrant evidencing the contrary, rights of such Holder to purchase the Holder hereby acknowledges and agrees that its exercise number of a Warrant for Issuable Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to which the Warrant has not been exercised, which new Warrant will, in all other respects, be identical with the Warrants, or, at the request of such exercise are pending as of Holder, appropriate notation may be made on the Expiration Date, original Warrant and the Expiration Date with respect original Warrant returned to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsHolder.

Exercise of Warrants. A Warrant (a) Warrants may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon surrender the terms and subject to the Company conditions set forth herein (including the provisions set forth in Sections 10 and 12 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate evidencing the Warrant to be exercised representing such Warrant, with the exercise form of election to purchase on thereon duly executed by the reverse Registered Holder thereof duly completed and signedwith such Registered Holder's signature guaranteed, and upon together with payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank cashier's check for U.S. Dollars made payable to the order of the Warrant Agent for the account of the Company. Each Warrant not exercised prior , of an amount in lawful money, of the United States of America equal to the Expiration Date applicable Purchase Price, has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall become void and be treated for all rights thereunder and all rights in respect thereof under this Agreement shall cease purposes as the holder of such securities as of such timethe close of business on the Exercise Date. Notwithstanding anything in this Agreement to Upon the contraryexercise of Warrants, the Holder hereby acknowledges Warrant Agent shall promptly notify the Company in writing of such fact and agrees that its exercise of a the number of securities delivered upon such exercise. As soon as practicable on or after the Exercise Date, and in any event within five business days after such date, the Warrant for Warrant Shares is Agent, subject to subsection (b) below, shall promptly deposit the condition that payment into an interest bearing escrow account established by mutual agreement of the Holder will have first received any necessary Regulatory Approvals; provided, however, that Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the event the Holder has delivered escrow account will be disbursed on a notice of exercise weekly basis, with accrued interest, to the Company prior once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent, on behalf of the Company, shall cause to be issued to the Expiration Date person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and any Regulatory Approvals with respect the Warrant Agent shall deliver the same to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval person or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalspersons entitled thereto.

Exercise of Warrants. A Warrant (a) During the Exercise Period, except as such may be exercised upon surrender suspended from time to time as set forth in Section 4.3, each Holder may exercise from time to time some or all of the Warrants evidenced by its Warrant Certificate(s) by: (i) surrendering to the Company at the principal office of the Warrant Certificate evidencing the Agent such Warrant to be exercised Certificate(s) with written notice (in the form of election attached to purchase on the reverse thereof this Agreement) duly completed and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and upon payment loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, and (ii) paying to the Company Warrant Agent for the account of the Company the aggregate Exercise Price, as adjusted from time Price for the number of Warrant Shares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to time as provided herein, for each the Warrant Share then purchasedAgent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a1) by wire transfer of immediately available funds in U.S. Dollars or to the Warrant Agent for the account of the Company, (b2) by certified or official bank check for U.S. Dollars made or checks payable to the order of the Company. Each Warrant not exercised prior Company (any such payments under subsections (1) or (2) shall be made in lawful money of the United States of America), or (3) by surrender to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as Warrant Agent of such time. Notwithstanding anything in this Agreement the right to receive a number of Warrant Shares, calculated to the contrarynearest one one-hundredth of a share, pursuant to the formula below. In the event that a Holder elects to make payment of the aggregate Exercise Price by surrender of the right to receive Warrant Shares as provided in subsection (3) of the preceding sentence, the number of Warrant Shares issuable to such Holder hereby acknowledges and agrees that its shall be calculated as follows: X = Y(A-B) A Where: X = the number of Warrant Shares to be issued to such Holder upon exercise (subject to Section 9); Y = the total number of Warrant Shares purchasable pursuant to the Warrant being exercised (or, if such Warrant is being exercised only in part, the number of Warrant Shares for which it is being exercised); A = the Trading Price of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice share of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending Common Stock determined as of the Expiration Date, date of exercise; and B = the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsthen-current Exercise Price.

Exercise of Warrants. A Warrant (a) The Warrants may be exercised upon in whole or in part, at any time or from time to time, during the Exercise Period, by (i) presentation and surrender to the Company at its address set forth in SECTION 10 of the this Warrant Certificate evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof Election To Exercise, attached hereto as EXHIBIT A, duly completed and signedexecuted, and upon (ii) payment to the Company of the Exercise Price, as adjusted from time for the number of Warrants being exercised by either: (1) bank draft or cashiers check, or (2) provided that the Company receives at least 5 days prior notice and subject to time as provided hereinSection 1(d), delivery to the Company of certificate(s) representing a number of shares of Preferred Stock having an aggregate Preferred Value equal to the aggregate Exercise Price for each Warrant Share then purchasedthe number of Warrants being exercised. Payment If the aggregate Preferred Value of the Preferred Stock delivered in payment of the aggregate Exercise Price exceeds (because of fractional shares) the aggregate Exercise Price for all Warrant Shares the number of Warrants being purchased in respect of a Warrant shall be made exercised; then (asubject to Section 1(d)) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable the Company will promptly pay to the order holder of the CompanyWarrants in cash such excess amount; provided that such excess amount shall in no event be more than the Preferred Value of one share of Preferred Stock. Each If the holder of this Warrant not exercised prior Certificate at any time exercises less than all the Warrants, the Company shall issue to such a holder a warrant certificate identical in form to this Warrant Certificate, but evidencing a number of Warrants equal to the Expiration Date shall become void number of Warrants originally represented by this Warrant Certificate less the number of Warrants previously exercised. Likewise, upon the presentation and all rights thereunder and all rights in respect thereof under surrender of this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise Certificate to the Company prior at its address set forth in SECTION 10 and at the request of the holder, the Company will, without expense, at the option of the holder, issue to the Expiration Date holder in substitution for this Warrant Certificate one or more warrant certificates in identical form and any Regulatory Approvals with respect for an aggregate number of Warrants equal to such exercise are pending as the number of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any evidenced by this Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsCertificate.

Exercise of Warrants. A (a) Contemporaneous with the execution of this Agreement, the Holder shall exercise the First Exercised Warrants pursuant to the terms of the Original Warrant may be exercised upon surrender Agreement and the Company shall issue to the Holder, in addition to the shares of Common Stock to which such exercising Holder is entitled pursuant to the exercise of such First Exercised Warrants, New Warrants for the number of shares of Common Stock equal to fifty percent (50%) of the number of shares of Common Stock issued pursuant to the exercise of the First Exercised Warrants. The Holder shall deliver the Notice of Exercise (as defined in the Original Warrant Agreement) and the aggregate cash exercise price for such First Exercised Warrants and the Company shall deliver the related Warrant Shares pursuant to the terms of the Original Warrant Agreement and shall deliver the related New Warrants within two Trading Days of the receipt by the Company of the payment by the Holder of the exercise price. Each New Warrant Certificate evidencing issued pursuant to this Section 2.1(a) will have an exercise price for the Warrant to be exercised with the form purchase of election to purchase on the reverse thereof duly completed and signed, and upon payment one share of Common Stock equal to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order closing price of the Company. Each Warrant not exercised prior to ’s Common Stock as reported by Nasdaq for the Expiration Date shall become void date the related Notice of Exercise is received by the Company and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that be in the event form attached hereto as Exhibit A (the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as “New Warrant Form”). The date of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period closing of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested First Exercised Warrants shall be referred to obtain such Regulatory Approvalsherein as a “Closing Date.”

Exercise of Warrants. A This Warrant may be exercised in whole or in part by the Holder during the Exercise Period upon presentation and surrender to hereof, with the attached Purchase Form duly executed, at the office of the Company of the Warrant Certificate evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signedlocated at 000 Xxxxxxx Xxxxxxxxx, and upon Xxxx Xxxx Xxxxx, XX 00000, accompanied by full payment to the Company of the Exercise Price multiplied by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, as adjusted promptly as practicable, a certificate representing the Shares being purchased. This Warrant may be exercised for not less than 1,000 Shares and in additional increments of 1,000 Shares at any time and from time to time during the Exercise Period. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as provided hereinsoon as reasonably practicable, at the same Exercise Price, for each the same Exercise Period, and otherwise of like tenor as the Warrant Share then purchasedpartially exercised. Payment of the aggregate Exercise The Purchase Price for all Warrant Shares being purchased in respect shall be payable by delivery of a Warrant shall be made (a) certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in U.S. Dollars or (b) writing by certified or official bank check the Company, in the amount of the Purchase Price. The Holder shall be deemed for U.S. Dollars made payable all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the order Company and payment of the Company. Each Warrant not exercised prior Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as any legal requirements prohibiting it from issuing shares of Common Stock on such time. Notwithstanding anything in this Agreement to the contrarydate, the Holder hereby acknowledges and agrees that its exercise shall be deemed to have become the record holder of a Warrant for Warrant such Shares is subject to on the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice next succeeding date as of exercise to which the Company prior ceased to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsso prohibited.

Exercise of Warrants. A Warrant Subject to the terms of this Agreement, -------------------- the Warrantholder shall have the right, at any time during the five-year period ending at 5:00 P.M., New York time, on the fifth anniversary of the date hereof (the "Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares which the Warrantholder may at the time be exercised entitled to purchase pursuant to this Agreement, upon surrender to the Company Company, at its principal office, of the Warrant Certificate certificate evidencing the Warrant to be exercised exercised, together with the purchase form of election to purchase on the reverse thereof annexed thereto duly completed filled in and signed, and upon payment to the Company of the Exercise Price, Warrant Price (as adjusted from time to time as provided hereindefined in and determined in accordance with the provisions of Sections 6 and 7 hereof), for each the number of Shares in respect of which such Warrant Share is then purchasedexercised. Payment of the aggregate Exercise Warrant Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) in cash or by certified or cashier's check or by wire transfer of immediately available funds or by surrender of Warrants for cashless exercise as provided in U.S. Dollars Section 6. Upon such surrender of the Warrant and payment of the Warrant Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or (b) by certified or official bank check for U.S. Dollars made payable to upon the written order of the CompanyWarrantholder and in such name or names as the Warrantholder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of the Warrant, together with cash, as provided in Section 8 hereof, in respect of any fractional Shares otherwise issuable upon such surrender. Each Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of surrender of the Warrant and payment of the Warrant Price, as aforesaid, notwithstanding that the certificates representing such Shares shall not actually have been delivered or that the stock transfer books of the Company shall then be closed. The Warrant shall be exercisable, at the election of the Warrantholder, either in full or from time to time in part and, in the event that a certificate evidencing the Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to Termination Date, a new certificate evidencing the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as remaining portion of the Expiration Date, Warrant will be issued by the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsCompany.

Exercise of Warrants. A Warrant The Exercise Price and the number of Shares issuable upon the exercise of the Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of this Agreement, and in addition to the right to surrender Warrants without any cash payment as set forth in subsection (c) below, each Holder shall have the right, which may be exercised as set forth in such Warrants, to purchase from the Company (and the Company shall issue and sell to such Holder) the number of fully-paid and nonassessable Shares specified in such Warrants, upon surrender to the Company Company, or its duly authorized agent, of the Warrant Certificate evidencing the Warrant to be exercised such Warrants, with the form of election to purchase on the reverse thereof attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided hereinin accordance with the provisions of Section 8 of this Agreement, for each Warrant Share then purchased. Payment the number of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant which such Warrants are then exercised. No adjustment shall be made for any cash dividends payable out of consolidated earnings or retained earnings on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch, but in no event later than three (a3) by wire transfer of immediately available funds in U.S. Dollars trading days following such surrender, to or (b) by certified or official bank check for U.S. Dollars made payable to upon the written order of the Company. Each Warrant not exercised prior to Holder of such Warrants and in such name or names as such Holder may designate, a certificate or certificates for the Expiration Date shall become void and all rights thereunder and all rights number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect thereof under this Agreement of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall cease be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of such time. Notwithstanding anything in this Agreement to the contrary, date of the Holder hereby acknowledges surrender of Warrants and agrees that its exercise payment of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory ApprovalsExercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants, the transfer books for the shares of Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holder(s) thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the Holder has delivered a notice of Shares issuable upon such exercise to the Company at any time prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Warrant Expiration Date, a new Warrant or Warrants will be issued for the Expiration Date with respect to such Warrants shall automatically be extended for a period remaining number of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if Shares specified in the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsso surrendered.

Exercise of Warrants. A Warrant The Holder may be exercised upon surrender exercise the Warrants only by delivery to the Company of: written notice of exercise (the “Exercise Notice”) in form and substance identical to Exhibit “A” attached hereto; and payment of the Exercise Price of the Warrant Shares in cash or by check. If less than all of the Warrants evidenced by this Certificate are exercised, a new certificate evidencing the Warrant to Warrants not so exercised will be exercised with the form of election to purchase on the reverse thereof duly completed and signed, and upon payment issued to the Company Holder. Holder may only exercise these Warrants in integral multiples of 100 Warrants unless all Warrants evidenced by this Certificate are being exercised. Upon receipt of Exercise Notice and the Exercise Price, as adjusted from time the Company shall promptly issue in the name of and deliver to time as provided Holder a stock certificate or certificates evidencing the Warrant Shares. Notwithstanding anything to the contrary contained herein, for each Warrant Share then purchased. Payment the Warrants may not be exercised unless and until any then-applicable requirements of all state and federal laws and regulatory agencies shall have been fully complied with to the reasonable good faith satisfaction of the aggregate Company and its counsel and the representations and warranties of Holder made in the Exercise Price for all Warrant Shares being purchased in respect of a Warrant Notice shall be made true and correct. Adjustments upon Recapitalizations. In the event that the Company shall at any time hereafter (a) by wire transfer of immediately available funds pay a dividend in U.S. Dollars Common Stock or securities convertible into Common Stock; (b) by certified subdivide or official bank check for U.S. Dollars made payable split its outstanding Common Stock; or (c) combine its outstanding Common Stock into a smaller number of shares; then the number of shares to be issued immediately after the order occurrence of the Company. Each Warrant not exercised prior to the Expiration Date any such event shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition be adjusted so that the Holder will thereafter may receive the number of shares of Common Stock it would have first received any necessary Regulatory Approvals; provided, however, that owned immediately following such action if it had exercised the Warrants immediately prior to such action and the Exercise Price shall be adjusted to reflect such proportionate increases or decreases in the event number of shares. In case of any reclassification of the outstanding shares of Common Stock (other than a change covered by Section 0 hereof or a change which solely affects the par value of such shares) or in the case of any merger, consolidation or reorganization in which holders of the Common Stock receive shares of stock or other securities or property (including cash) in exchange for their shares of Common Stock, thereafter the Holder has delivered a notice shall receive, upon exercise of exercise each Warrant, for the same Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property the Holder would have received had the Holder exercised such Warrant immediately prior to such event. The provisions of this Section 0 shall similarly apply to successive reclassifications, mergers, consolidations and other reorganizations. The provisions of this Section 0 are intended to be exclusive, and Holder shall have no other rights upon the occurrence of any of the events described in this Section 0. The existence of the Warrants shall not affect in any way the right or power of the Company prior to the Expiration Date and make adjustments, reclassifications, reorganizations or changes in its capital or business structure, or to merge, consolidate, dissolve or liquidate, or to sell or transfer all or any Regulatory Approvals with respect to such exercise are pending as part of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval its business or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsassets.

Exercise of Warrants. A Warrant (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon surrender delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate evidencing Certificate, (B) a written notice stating that such Holder elects to exercise the Warrant Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be exercised with the form of election to purchase on the reverse thereof duly completed issued and signed, and upon (C) payment to the Company of the Exercise PricePrice for such Warrants, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment which shall be payable by any one or any combination of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made following: (ai) by wire transfer of immediately available funds in U.S. Dollars or cash; (bii) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each ; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant not exercised prior Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of such time. Notwithstanding anything the date of exercise (if the Exercise Price were being paid in this Agreement cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the contraryquotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder hereby acknowledges or are acquired in connection with such exercise, and agrees that its without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant for Warrant Shares in accordance with clause (iii) is subject herein referred to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered as a notice of exercise to the Company prior to the Expiration Date "Cashless Exercise" and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the an exercise of any a Warrant requires any Regulatory Approval it will promptly provide in accordance ------------------ with clause (iv) is herein referred to as an "In-Kind Exercise." The ------------------ documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the Holder all cooperation reasonably requested to obtain such Regulatory Approvals"Warrant ------- Exercise Documentation." ----------------------

Exercise of Warrants. A In the event the Closing shall not have occurred prior to April 27, 1998 (or such later date on which the Warrants are to expire) (the Warrant Exercise Date ), the Partnership shall exercise the Warrants in full prior to the close of business, New York City time, on such date. In the event the Closing shall occur prior to the Warrant Exercise Date, the Partnership shall exercise the Warrants in full immediately prior to the Closing. The Partnership shall not be required to exercise the Warrants in accordance with this Section 2.3(a) unless on or prior to the Warrant Exercise Date or the Closing Date, as the case may be exercised upon surrender be, it shall have received from Parent or Holdco Sub immediately available funds in an amount equal to $28,356,015, which is equal to the aggregate exercise price for the Warrants (the Aggregate Exercise Price ), or until immediately available funds in an amount equal to the Aggregate Exercise Price have been transferred to the Company by Parent on behalf of the Warrant Certificate evidencing Partnership. The obligation of the Warrant Partnership to repay such advance shall be exercised with evidenced by a note in the form of election Exhibit E (the Note ), which note shall be secured by a pledge of the shares of Company Class A Common Stock issued upon exercise of the Warrants in the form of Exhibit F (the Pledge ). The Partnership shall pay to purchase Parent interest on the reverse thereof duly completed Aggregate Exercise Price from (and signedincluding) the date on which the Aggregate Exercise Price is advanced to (or on behalf of) the Partnership to (but excluding) the date the Note (and such interest) is repaid. Such interest, if any, and upon payment the Aggregate Exercise Price shall be payable by the Partnership to Parent, without offset, at the earlier to occur of (i) the Closing and (ii) the date this Agreement is terminated in accordance with its terms (the Termination Date ). Such interest shall accrue (A) for any period ending on or prior to July 25, 1998, at a rate equal to the Company sum of the Exercise PriceApplicable Eurodollar Margin and the Eurodollar Rate at the time in effect under the Credit Agreement, assuming a 30-day Interest Period (as adjusted defined in the Credit Agreement) (such interest rate from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contraryeffect, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory ApprovalsRevolving Interest Rate ; provided, however, that no amendment to the Credit Agreement shall have the effect of modifying the Revolving Interest Rate hereunder) and (B) for any period from and including July 25, 1998, at a rate of 10% per annum. If the Closing occurs, the aggregate Cash Election Share Price payable and/or the aggregate number of Exchange Shares to be delivered by Parent and Holdco Sub at the Closing shall be reduced by the amount of principal and interest payable by the Partnership under the Note (the Payoff Amount ) in respect of each Partner in proportion to each Partner's allocable share of the Payoff Amount, the determination of the portion of the Payoff Amount allocable to the Cash Electing Partners and the Share Electing Partners to be made by the Partnership and notified to Parent in writing at least three Business Days in advance of the Closing. Any reduction in the event Exchange Shares to be issued shall be based on the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending average closing price for Parent Class A Common Stock as of the Expiration close of business for each of the ten trading days ending on and including the third Business Day preceding the Closing Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvals.

Exercise of Warrants. A (a) The rights represented by this Warrant may be exercised upon surrender by the Holder, in whole or in part, by the Holder delivering to the Company, at its office maintained for such purpose pursuant to Section 11.01, (i) a written notice of the Holder's election to exercise this Warrant (or any portion thereof), which notice shall specify the number of Warrant Shares to be purchased pursuant to such exercise, (ii) a certified or bank check or checks payable to the Company of the Warrant Certificate evidencing the Warrant in an aggregate amount equal to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all the number of Warrant Shares being purchased specified in respect of a clause (i) above, and (iii) this Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or Certificate. (b) by certified or official bank check for U.S. Dollars made payable Notwithstanding Section 2.03(a), at the election of the Holder, which election shall be set forth in a written notice to the order Company together with this Warrant Certificate, this Warrant may be exercised (in whole or in part) by means of a cashless exercise procedure whereby the number of Warrant Shares issued to the Holder upon such cashless exercise shall be equal to the quotient obtained by dividing (A) the product of (x) the Market Value per share of Common Stock as of the Company. Each Warrant not exercised prior trading day immediately preceding the date such notice is given to the Expiration Date Company (the "Exercise Date") less the Exercise Price on such Exercise Date, multiplied by (y) the number of Warrant Shares as to which the Holder elects to be issued pursuant to this Section 2.03(b) (which election shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease reduce the number of Warrant Shares available for any subsequent exercise), divided by (B) the Market Value per share of Common Stock as of the trading day immediately preceding such timeExercise Date. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise The number of a Warrant for Warrant Shares is subject issued pursuant to this Section 2.03(b) shall be excluded from the condition that calculation of the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a amount paid pursuant to Section 2.03(a)(ii) above. (c) Each notice of exercise shall be in substantially the form of exercise attached to this Warrant Certificate. Upon receipt thereof, the Company prior shall, as promptly as practicable and in any event within 10 Business Days thereafter, cause to the Expiration Date be executed and any Regulatory Approvals with respect delivered to such exercise are pending as Holder a stock certificate or certificates representing the aggregate number of the Expiration Dateduly and validly issued, the Expiration Date with respect to fully paid and nonassessable Warrant Shares issuable upon such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval exercise, free and clear of any such Regulatory ApprovalLiens. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsSection 2.04.

Exercise of Warrants. A During the Exercise Period, each Holder may, subject to this Agreement, exercise from time to time some or all of the Warrants evidenced by its Warrant may be exercised upon surrender Certificate(s) by (i) surrendering to the Company at the principal office of the Warrant Certificate evidencing the Agent such Warrant to be exercised Certificate(s) with the form of election to purchase on the reverse thereof duly completed filled in and signed, and upon payment which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered security exchange or the NASD, Inc. (the “NASD”), or, to the Company of extent held in “street” name, Holder shall comply with applicable law, and (ii) paying to the Exercise PriceWarrant Agent, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) cash by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order Warrant Agent for the account of the Company. Each , the aggregate Exercise Price for the number of Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights Shares in respect thereof under this Agreement shall cease as of which such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory ApprovalsWarrants are exercised; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to any and all Warrants exercised on or after February 27, 2006, any Holder so exercising may elect not to pay to the Warrant Agent for the account of the Company the Exercise Price for such Warrants in cash and instead such Holder may elect to receive a number of Warrant Shares equal to (A) the number of Warrant Shares for which such Holder’s Warrants are exercised minus (B) the number of Warrant Shares that could be acquired at the last reported per share sale price of the Warrant Shares on the New York Stock Exchange on the date of such exercise for an amount in cash equal to the aggregate Exercise Price for such Warrants (excluding any brokerage fees or other costs or commissions). Warrants shall be deemed exercised on the date such Warrant Certificate(s) are pending as surrendered to the Warrant Agent and tender of payment of the Expiration Dateaggregate Exercise Price is received by the Warrant Agent, provided that if Warrants are exercised pursuant to the proviso in the foregoing sentence, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any deemed exercised on the date such Regulatory Approval. The Company agrees that if Warrant Certificate(s) are surrendered to the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsAgent.”

Exercise of Warrants. A Warrant The Exercise Price may be exercised upon surrender to the Company of the Warrant Certificate evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased paid in respect of a Warrant shall be made (a) cash or by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order of the Company, or any combination of cash or check, subject to adjustment as provided in Article 7 hereof. Each Upon surrender of the Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price (as hereinafter defined) for the Shares purchased, at the Company's executive offices (currently located at 2656 South Loop West, Suite 103, Xxxxxxx, XX 00000), xxx xxxxxxxxxx xxxxxr of a Warrant Certificate ("Holder" or "Holders") shall be entitled to receive a certificate or certificates for the Shares so purchased. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder hereof, in whole or in part (but not exercised prior as to fractional shares of the Expiration Date Common Stock). In the case of the purchase of less than all the Shares purchasable under any Warrant Certificate, the Company shall become void cancel said Warrant Certificate upon the surrender thereof and all rights thereunder shall execute and all rights in respect thereof under this Agreement shall cease as deliver a new Warrant Certificate of such timelike tenor for the balance of the Shares to be purchased thereunder. Notwithstanding anything in this Agreement Warrant to the contrary, in no event shall the Holder hereby acknowledges of this Warrant be entitled to exercise this Warrant to purchase a number of shares of Common Stock in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and agrees that its affiliates prior to such exercise, and (ii) the number of shares of Common Stock issuable upon exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals Warrants (or portions thereof) with respect to such exercise are pending as which the determination described herein is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.9% of the Expiration Dateoutstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Expiration Date with respect to such Warrants shall automatically be extended for a period Securities Exchange Act of 30 days following final approval or disapproval of any such Regulatory Approval1934, as amended, and Regulation 13D-G thereunder. The Company agrees that if opinion of the exercise of any Warrant requires any Regulatory Approval it will promptly provide Holder's legal counsel shall be conclusive in calculating the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsHolder's beneficial ownership.

Exercise of Warrants. A Warrant (a) Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right, which right may be exercised as in such Warrants expressed, commencing on the date the registered holder purchases the Warrant and ending on December 31, 2004, to purchase from the Company, and the Company shall issue and sell to such registered holder of Warrants, the number of fully paid and non-assessable shares of Common Stock specified in such Warrants, upon surrender to the Company at the office of the Warrant Certificate evidencing the Warrant to be exercised Agent, with the form of election to purchase on the reverse thereof duly completed and signed, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price, as adjusted from time to time as provided hereinhereinafter defined, for each Warrant Share the number of shares of Common Stock in respect of which such Warrants are then purchasedexercised. Payment of the aggregate such Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall may be made (a) by wire transfer of immediately available funds in U.S. Dollars cash or (b) by certified check, bank draft, or official bank check for U.S. Dollars made postal or express money order, payable in United States dollars, to the order of the Company. Each Warrant not exercised prior Subject to the Expiration Date provisions of Section 9 hereof, upon such surrender of Warrants and payment of the Exercise Price as foresaid, the Company, acting through the Warrant Agent, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the full number of shares of Common Stock so purchased upon the exercise of such Warrants. Such certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease a holder of record of such Common Stock, as of the date of surrender of such time. Notwithstanding anything in this Agreement to Warrants and payment of the contraryExercise Price, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvalsas aforesaid; provided, however, that if, at the date of surrender of such Warrants and the payment of such Exercise Price, the transfer books for the Common Stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such shares; provided further, however, that the transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The right of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or, from time to time, for part of the shares specified therein, and in the event that any Warrant is exercised in respect of less than all of the Holder has delivered a notice of exercise to the Company shares specified therein at any time prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as date of expiration of the Expiration DateWarrants, a new Warrant or Warrants will be issued for the Expiration Date remaining number of Common Stock specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section 5 and of Section 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with respect to Warrants duly executed on behalf of the Company for such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalspurposes.

Exercise of Warrants. A Warrant The Exercise Price and the number of Shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events,pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of this Agreement, and in addition to the right to surrender warrants without any cash payment as set forth in subsection (c) below, each Holder shall have the right, which may be exercised as set forth in such Warrants, to purchase from the Company (and the Company shall issue and sell to such Holder) the number of fully paid and nonassessable Shares specified in such Warrants, upon surrender to the Company Company, or its duly authorized agent, of the Warrant Certificate evidencing the Warrant to be exercised such Warrants, with the form of election to purchase on the reverse thereof attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided hereinin accordance with the provisions of Section 8 of this Agreement, for each Warrant Share then purchased. Payment the number of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant which such Warrants are then exercised. No adjustment shall be made (a) by wire transfer for any dividends on any Shares issuable upon exercise of immediately available funds a Warrant. Upon each surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch, but in U.S. Dollars no event later than three trading days following such surrender and payment, to or (b) by certified or official bank check for U.S. Dollars made payable to upon the written order of the Company. Each Warrant not exercised prior to Holder of such Warrants and in such name or names as such Holder may designate, a certificate or certificates for the Expiration Date shall become void and all rights thereunder and all rights number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect thereof under this Agreement of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall cease be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of such time. Notwithstanding anything in this Agreement to the contrary, date of the Holder hereby acknowledges surrender of Warrants and agrees that its exercise payment of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory ApprovalsExercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holder(s) thereof, either in full or from time to time in part in increments of 100 Shares and, in the event that any Warrant is exercised in respect of less than all of the Holder has delivered a notice of Shares issuable upon such exercise to the Company at any time prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Warrant Expiration Date, a new Warrant or Warrants will be issued for the Expiration Date with respect to such Warrants shall automatically be extended for a period remaining number of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if Shares specified in the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsso surrendered.

Exercise of Warrants. A The Holder's right to exercise this Warrant may be exercised upon surrender to -------------------- shall vest in equal increments at the Company first, second and third anniversaries of the Warrant Certificate evidencing the Warrant to be exercised with the form date of election to purchase on the reverse thereof duly completed and signed, and upon payment to the Company issuance of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory ApprovalsWarrant; provided, however, that the Holder's right to exercise the Warrant shall fully vest immediately prior to a public offering of the Company's common stock. This Warrant is exercisable in whole or in part at the event Exercise Price per share of Common Stock payable hereunder, payable in cash or by certified or official bank check. The only condition to vesting of the Holder has delivered a notice Holder's right to exercise this Warrant shall be the passage of time and Holder's right to exercise the Option shall not be terminated for any reason, including (without limitation) by reason of death, disability, incapacity or termination of employment. Upon surrender of this Warrant Certificate with the annexed Notice of Exercise Form duly executed, (which Notice of Exercise Form may be submitted either by delivery to the Company prior or by facsimile transmission as provided in Section 8 hereof), together with payment of the Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. For the purposes of this Section 2, "Market Value" shall be an amount equal to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending average closing bid price of a share of Common Stock, as reported by Bloomberg, LP or, if not so reported, as reported on the over-the- counter market for the five (5) trading days preceding the Company's receipt of the Expiration DateNotice of Exercise Form duly executed multiplied by the number of shares of Common Stock to be issued upon surrender of this Warrant Certificate. UPON EXERCISE OF THE WARRANT AND ISSUANCE OF THE UNDERLYING SHARES OF COMMON STOCK, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsTHE HOLDER AND/OR ANY AFFILIATE (AS DEFINED BY THE SECURITIES AND EXCHANGE ACT OF 1934) TO WHOM SOME OR ALL OF THE WARRANT SHALL HAVE BEEN TRANSFERRED OR ASSIGNED SHALL GRANT TO XXXXXXX XXXXX, IN ANY CAPACITY, CURRENTLY AS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, AN IRREVOCABLE PROXY TO VOTE THE SHARES OF COMMON STOCK UNDERLYING THE WARRANT, WHICH PROXY SHALL EXPIRE FIVE (5) YEARS FROM THE DATE OF GRANT.

Exercise of Warrants. A Warrant A. The Warrants may be exercised upon by the Holder, in whole or in part (but not as to a fractional share of Common Stock), by surrender of this Warrant Certificate at the principal office of the Company at 00 Xxxxxxxx, Xxxxx 0000-00, Xxx Xxxx, XX 00000 (or such other office or agency of the Company as may be designated by notice in writing to the Company Holder at the address of such Holder appearing on the books of the Warrant Certificate evidencing the Warrant to be exercised Company), with the appropriate form of election to purchase attached hereto duly exercised, at any time within the period beginning on the reverse thereof duly completed date described in Section1B hereof and signed, expiring at 5:00PM on the "Expiration Date" (defined below) (the "Exercise Period") and upon by payment to the Company by certified check or bank draft of the Exercise Price, as adjusted from time to time as provided herein, purchase price for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approvalshares. The Company agrees that if the exercise shares of any Warrant requires any Regulatory Approval it will promptly provide Common Stock so purchased shall be and are deemed to be issued to the Holder all cooperation reasonably requested as the record owner of such shares of Common Stock as of the close of business on the date on which the Warrant Certificate shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased, together with any cash for fractional shares of Common Stock paid pursuant to obtain Section 2E, shall be delivered to the Holder promptly and in no event later than ten (10) days after the Warrants shall have been so exercised, and, unless the Warrants have expired, a new Warrant Certificate representing the number of Warrants represented by the surrendered Warrant Certificate, if any, that shall not have been exercised shall also be delivered to the Holder within such Regulatory Approvalstime.

Exercise of Warrants. A Warrant may be exercised upon surrender Subject to the conditions in Section 2.3 below, the Company and the Holder hereby agree that the Holder shall exercise the number of Warrants, subject to the Maximum Exercise Amount, as set forth on the Holder’s signature page attached hereto, at a reduced Exercise Price per share of $0.40, for aggregate cash proceeds to the Company in the amount set forth on the Holder’s signature page hereto, otherwise pursuant to the terms of the Warrant Certificate evidencing Warrants. Holder shall execute and deliver the aggregate cash exercise price for such Warrants to the bank account set forth on the Company’s signature page hereto within two (2) Trading Days after the date hereof and the Company shall deliver the Warrant Shares to be exercised with the form of election Holder via the Depository Trust Company Deposit or Withdrawal at Custodian system pursuant to purchase the instructions set forth on the reverse thereof duly completed Holder’s signature page hereto. The date of the closing of the exercise of the Warrants (the “Closing”) and signed, and upon payment the Warrants pursuant to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant Other Agreements shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable referred to as the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time“Closing Date”. Notwithstanding anything in this Agreement herein to the contrary, (i) if on the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Closing Date, the Expiration Date aggregate number of Warrants exercised pursuant to this Agreement and agreements with respect to such any other holders (“Other Holders” and together with the Holder, the “Warrant Holders”) of Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if (“Other Agreements”) is less than the exercise of any Warrant requires any Regulatory Approval it will promptly provide Maximum Exercise Amount, then, assuming the Holder all cooperation reasonably requested exercised its respective Maximum Exercise Amount as set forth on Annex A attached hereto, the Holder shall have the right to obtain such Regulatory Approvalsincrease the amount exercised hereunder ratably with any Other Holders that have elected to exercise their respective Maximum Exercise Amounts until the Maximum Exercise Amount, in the aggregate, is achieved. Additionally, by indicating on the Holder’s signature page hereto, the Holder can elect to increase the Beneficial Ownership Maximum to 9.9% for purposes of this Agreement.

Exercise of Warrants. A Warrant may be exercised upon surrender (a) The Holder may, at any time prior to the Company Termination Date, exercise this Warrant in whole or in part at an exercise price per share equal to $5.522 per share, subject to adjustment as provided herein (the “Exercise Price”), by the surrender of this Warrant (properly endorsed) at the principal office of the Corporation, or at such other agency or office of the Corporation in the United States of America (“Warrant Agent”) as the Corporation may designate by notice in writing to the Holder at the address of such Holder appearing on the books of the Corporation, and by payment to the Corporation of the Exercise Price in lawful money of the United States by check or wire transfer for each Warrant Share being purchased. Upon any partial exercise of this Warrant, there shall be executed and issued to the Holder a new Warrant in respect of the Warrant Certificate evidencing Shares as to which this Warrant shall not have been exercised. In the event of the exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant to Shares so purchased, as applicable, registered in the name of the Holder, shall be exercised with the form of election to purchase on the reverse thereof duly completed and signed, and upon payment delivered to the Company Holder within three (3) business days (the “Delivery Date”) after the Corporation or its Warrant Agent has received the Holder’s Warrant Exercise Form and payment of the Exercise Price, as adjusted from time to time as provided hereinor, for each Warrant Share then purchased. Payment at the request of the aggregate Exercise Price Holder (provided that a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) providing for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order resale of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject then in effect), issued and delivered to the condition that Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”), and the Holder will have first received any necessary Regulatory Approvals; provided, however, that in hereof shall be deemed for all purposes to be the event holder of the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending Warrant Shares so purchased as of the Expiration Date, the Expiration Date with respect to date of such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsexercise.

Exercise of Warrants. A Warrant At any time prior to the Expiration Date, Warrants may be exercised upon surrender to the Company at its office of the Warrant Certificate certificate or certificates evidencing the Warrant Warrants to be exercised with a duly executed exercise notice in the form of election attached as Annex A to purchase on the reverse thereof duly completed Warrant Certificate and signed, and upon payment to the Company for the account of the Company of the Warrant Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment the number of the aggregate Exercise Price for all Warrant Shares being purchased in respect of which such Warrants are then being exercised. Upon surrender of a Warrant Certificate in conformity with the foregoing provisions, the Company shall transfer (or shall cause its transfer agent to effect such transfer, in accordance with such transfer agent's applicable procedures) to the Holder of such Warrant Certificate certificates or other appropriate evidence of ownership of any Warrant Shares or other securities or property and any money to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be made (a) directed in writing by wire transfer the Holder, provided that if the Holder directs that all or any part of immediately available funds in U.S. Dollars the Warrant Shares be registered, placed in, or (b) by certified or official bank check for U.S. Dollars made payable to the order of a Person other than the CompanyHolder, the provisions of Section 4(b) shall be complied with prior to such registration, placement, or payment, and the Company shall deliver such certificates or other evidence of ownership and any money to the Person or Persons entitled to receive the same. Each If more than one Warrant not Certificate shall be surrendered for exercise or sale of the Warrants represented thereby at one time by the same Holder, the total number of full Warrant Shares or other securities or property (including any money) to which the Holder is entitled which shall be deliverable upon tender thereof shall be computed on the basis of the aggregate number of Warrants tendered. A Warrant shall be deemed to have been exercised or sold immediately prior to the Expiration Date close of business on the date of the surrender for such exercise or sale of the Warrant Certificate representing such Warrant and satisfaction of the other requirements set forth in this Section 6(b) and, for all purposes of this Agreement, the Person entitled to receive any Warrant Shares or other securities or property (including any money) deliverable upon such exercise or sale shall, as between such Person and the Company, be deemed to be the Holder of such Warrant Shares or other securities or property of record as of the close of business on such date and shall become void and all rights thereunder and all rights be entitled to receive any money, Warrant Shares or other securities or property to which such Holder would have been entitled had such Holder been the record Holder on such date. Without limiting the foregoing, if, at the date referred to above, the transfer books for the Warrant Shares or other securities to be received upon the exercise of the Warrants shall be closed, the certificates for the Warrant Shares or other securities in respect thereof of which such Warrants are then exercised shall be transferred when such transfer books shall next be opened and until such date the Company shall be under this Agreement shall cease as of no duty to deliver any certificates for such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvalsor other securities; provided, however, that the transfer books of record, unless required by law, shall not be closed at any time for a period longer than twenty (20) calendar days. The Warrants shall be exercisable, subject to the terms of this Agreement, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Holder has delivered a notice of Warrant Shares issuable on such exercise to the Company at any time prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as date of expiration of the Expiration DateWarrants, the Expiration Date with respect Company will issue and deliver a new certificate (or certificates) evidencing the remaining Warrant or Warrants pursuant to such Warrants shall automatically be extended for a period the provisions of 30 days following final approval or disapproval of any such Regulatory Approvalthis Section 6. The Company agrees that if shall keep copies of this Agreement and any notices given or received hereunder and thereunder available for inspection by the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsHolders during normal business hours at its office.

Exercise of Warrants. A Warrant may be exercised upon surrender Subject to the Company terms of this Agreement, the Warrant Certificate evidencing holder shall have the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed right, at any time and signed, and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided hereinafter December 31, for each 2000 until 5:00 p.m., Pacific Time, on September 17, 2009, to purchase from the Company up to the number of fully paid and nonassessable shares of Warrant Share then Securities to which the Warrant holder may at the time be entitled to purchase pursuant to this Agreement and the Warrant, upon presentation and surrender of the Warrant (or a copy thereof) to the Company, together with the Exercise Form duly completed and executed and payment in the aggregate amount equal to the Exercise Price multiplied by the number of shares of Common Stock being purchased. Payment At the option of Holder, payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall may be made either by (ai) by wire transfer of immediately available funds in U.S. Dollars personal or (b) by certified or official bank business check for U.S. Dollars made payable to the order of the Company, (ii) surrender of certificates then held representing, or deduction from the number of shares issuable upon exercise of the Warrant, of that number of shares which has an aggregate Fair Value determined in accordance with this Agreement on the date of exercise equal to the aggregate Exercise Price for all shares to be purchased pursuant to the Warrant, (iii) by a promissory note bearing interest at six percent (6%) per annum and payable in five equal annual installments commencing on the first anniversary of the exercise of the Warrant, or (iv) by any combination of the foregoing methods. Each The Holder of Common Stock issued in exchange for a promissory note as contemplated in clause (iii) above shall have no voting rihts, dividend rights or liquidation rights pursuant to Section VI hereof or any other rights until payments are made on the promissory note, at which time such rights shall be deemed to have accrued on the whole number of shares paid for at the Exercise Price by each principal payment on the promissory note. If the Holder of Common Stock issued in exchange for a promissory note defaults in payment of such note, upon 30 days written notice, the Company shall forthwith cancel the Common Stock so issued which has not been paid for, and, until such time as the Holder shall have paid the promissory note in full, the Company will not be obligated to reissue such shares of Common Stock. All shares paid for with a promissory note will bear a legend to the foregoing effect. Within ten business days of the Company's receipt of the Warrant (or a copy thereof), the completed and signed Exercise Form and the requisite payment (if any), the Company shall issue and deliver (or cause to be delivered) to the exercising Holder stock certificates aggregating the number of shares of Warrant Securities purchased. In the event the Company fails to deliver or cause to be delivered to the Holder such certificates (without legend or restriction if such Warrant Securities are then registered pursuant to the Warrant Agreement) within such ten business day period, unless such failure is based on an order of a court of competent jurisdiction or a governmental agency or an Exchange or other market on which the Company's securities are listed or traded (provided such order is not exercised a result of action or inaction of the Company), simultaneously with the late delivery of such certificate, the Company shall pay to the Holder an amount equal to the greater of (i) $500 per calendar day, (ii) the product of (x) the last sale price on the date the certificates are properly issued and delivered to the Holder, less the last sale price on the date of the Exercise Form, multiplied by (y) the number of shares of Warrant Securities purchased as set forth in the Exercise Form, or (iii) the quotient of (x) the last reported sale price on the day prior to the Expiration Date shall become void date of the Exercise Form, multiplied by the number of shares of Warrant Securities issuable to such Holder upon such exercise, divided by (y) 200 (the "Delay Damages"), for each day after the seventh business day following the delivery of the Warrant and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement Exercise Form to the contrary, Company through and including the day such certificates (without legend or restriction if such Warrant Securities are then registered pursuant to the terms of the Warrant Agreement) are delivered to the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to at the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that address set forth in such Exercise Form. In the event the Company restricts or delays the transfer or clearance of such certificates by the Holder has delivered (whether by stop transfer order, unreasonable delay or otherwise), unless such action is based on an order of a notice court of exercise competent jurisdiction or a governmental agency or an Exchange or other market on which the Company's securities are listed or traded (provided such order is not a result of action or inaction of the Company), the Company shall pay to the Company prior to Holder the Expiration Date and any Regulatory Approvals with respect to Delay Damages for each calendar day of such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval restriction or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsdelay.

Exercise of Warrants. A Warrant Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right, which right may be exercised as in such Warrants expressed, during the five year period commencing on the date of the Company's Prospectus dated ___________, 1998 ("Prospectus") to purchase from the Company, and the Company shall issue and sell to such registered holder of Warrants, the number of fully paid and non-assessable shares of Class A Common Stock specified in such Warrants, upon surrender to the Company at the office of the Warrant Certificate evidencing the Warrant to be exercised Agent, with the form of election to purchase on the reverse side thereof duly completed and signed, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price, as adjusted from time to time as provided hereinhereinafter defined, for each Warrant Share the number of shares of Class A Common Stock in respect of which such Warrants are then purchasedexercised. Payment of the aggregate such Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall may be made (a) by wire transfer of immediately available funds in U.S. Dollars cash or (b) by certified check, bank draft, or official bank check for U.S. Dollars made postal or express money order, payable in United States dollars, to the order of the Company. Each Warrant not exercised prior Subject to the Expiration Date provisions of Paragraph 8 hereof, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company, acting through the Warrant Agent, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the number of full shares of Class A Common Stock so purchased upon the exercise of such Warrants. Such certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease a holder of record of such Class A Common Stock, as of the date of surrender of such time. Notwithstanding anything in this Agreement to Warrants and payment of the contraryExercise Price, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvalsas aforesaid; provided, however, that if, at the date of surrender of such warrants and the payment of such Exercise Price, the transfer books for the Class A Common Stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such shares; provided further, however, that the transfer books aforesaid, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The right of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or, from time to time, for part only of the shares specified therein, and in the event that any Warrant is exercised in respect of less than all of the Holder has delivered a notice of exercise to the Company shares specified therein at any time prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as date of expiration of the Expiration DateWarrants, a new Warrant or warrants will be issued for the Expiration Date remaining number of Class A Common Stock specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Paragraph 5 and of Paragraph 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with respect Warrants duly executed on behalf of the Company for such purposes. Notwithstanding anything contained herein to such Warrants shall automatically the contrary, no Warrant may be extended for exercised if the issuance of Class A Common Stock in connection therewith would constitute a period violation of 30 days following final approval the registration provisions of federal or disapproval of any such Regulatory Approvalstate securities laws. The Company agrees that if will use its best efforts to file and keep effective a current prospectus which will permit the purchase and sale of the Warrants and the Class A Common Stock underlying the Warrants. In addition, the Company will use its best efforts to qualify for sale the Warrants and the Class A Common Stock underlying the Warrants in those states in which the Warrants and the Class A Common Stock are to be offered. Upon thirty (30) days' prior written notice to all holders of the Warrants, the Company shall have the right to reduce the exercise price and/or extend the term of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested Warrants in compliance with the requirements of Rule 13e-4 to obtain such Regulatory Approvalsthe extent applicable.

Exercise of Warrants. A Warrant The Exercise Price and the Shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of this Agreement, and in addition to the right to surrender warrants without any cash payment as set forth in subsection (c) below, each Holder shall have the right, which may be exercised as set forth in such Warrants, to purchase from the Company (and the Company shall issue and sell to such Holder) the number of fully paid and nonassessable Shares specified in such Warrants, upon surrender to the Company Company, or its duly authorized agent, of the Warrant Certificate evidencing the Warrant to be exercised such Warrants, with the form of election to purchase on the reverse thereof attached thereto duly completed and signed, with signatures guaranteed by an eligible guarantor institution participating in an approved signature guarantee medallion program and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided hereinin accordance with the provisions of Section 8 of this Agreement, for each Warrant Share then purchased. Payment the number of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant which such Warrants are then exercised. No adjustment shall be made (a) by wire transfer for any dividends on any Shares issuable upon exercise of immediately available funds a Warrant. Upon each surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch, but in U.S. Dollars no event later than three trading days following such surrender, to or (b) by certified or official bank check for U.S. Dollars made payable to upon the written order of the Company. Each Warrant not exercised prior to Holder of such Warrants and in such name or names as such Holder may designate, a certificate or certificates for the Expiration Date shall become void and all rights thereunder and all rights number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect thereof under this Agreement of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall cease be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of such time. Notwithstanding anything in this Agreement to the contrary, date of the Holder hereby acknowledges surrender of Warrants and agrees that its exercise payment of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory ApprovalsExercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holder(s) thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the Holder has delivered a notice of Shares issuable upon such exercise to the Company at any time prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Warrant Expiration Date, a new Warrant or Warrants will be issued for the Expiration Date with respect to such Warrants shall automatically be extended for a period remaining number of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if Shares specified in the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsso surrendered.

Exercise of Warrants. A Warrant may be exercised Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right to purchase from the Company, and the Company shall issue and sell to such registered holder, the number of fully paid and nonassessable shares of Common Stock of the Company specified in the Warrants, upon surrender to the Company at the office of the Warrant Certificate evidencing the Warrant to be exercised Agent of such Warrants, with the form of election to purchase on the reverse thereof duly completed Warrants filled out and signed, and upon payment to the Company of the Exercise Warrant Price, as adjusted from time specified herein. Any Warrant may be exercised in whole or in part. In the event of exercise in part, the Warrant Agent shall issue and deliver to time as provided herein, for each the Warrant Share then purchasedHolder another Warrant of like tenor representing the unexercised number of shares. Payment for the shares upon exercise of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant Warrants shall be made (a) by wire transfer of immediately available funds in U.S. Dollars cash or (b) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each The Warrants may be exercised for a period of one year from the date of issuance. No adjustment shall be made for any dividends on any Common Stock issuable upon exercise of any Warrant. Subject to Section 5, hereof, upon surrender of Warrants and payment of the Warrant not exercised prior Price, the Company shall issue and cause to be delivered with all reasonable dispatch to, or upon the Expiration Date written order of the registered holder of Warrants exercised, and in such name or names as the holder shall become void and all rights thereunder and all rights designate, a certificate or certificates representing the shares so purchased, together with cash, as provided in Section 11, hereof, in respect thereof under this Agreement of any fraction of a share of Common Stock otherwise issuable upon surrender. Such certificate or certificates shall cease be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such shares as of such time. Notwithstanding anything in this Agreement to the contrarydate of surrender of the Warrants, and the Holder hereby acknowledges and agrees that its exercise payment of a the Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory ApprovalsPrice; provided, however, that if, at the date of surrender of such Warrants and the payment of such Warrant Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares in the event the Holder has delivered a notice respect of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to which such exercise Warrants are pending then exercised shall be issuable as of the Expiration Datedate of which such books shall be opened, whether before, on or after 5:00 P.M., Utah time, on the respective dates of expiration of the Warrants, and until such date, the Expiration Date with respect Company shall have no obligation or duty to deliver any certificate for such Warrants shares; provided, further, however, that the transfer books, unless otherwise required by law or applicable rule of any national securities exchange, or bylaw of the Company, shall automatically not be extended closed at any one time for a period in excess of 30 days following final approval or disapproval 20 days. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of any the Company for such Regulatory Approvalpurpose. The Company agrees shall pay all taxes and other governmental charges (other than income tax) that if may be imposed in respect of the issue or delivery of the shares issued upon the exercise of any Warrants. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of the any certificate for shares in any name other than that of the Warrant requires Holder surrendered in connection with the purchase of such shares, and in such case neither the Company nor the Warrant Agent shall be required to issue or deliver any Regulatory Approval stock certificate until such tax or other charge has been paid or it will promptly provide has been established to the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsCompany's satisfaction that no tax or charge is due. SECTION 6.

Exercise of Warrants. A Warrant may be exercised upon surrender To exercise the Warrants in whole or in part, the Holder shall deliver to the Company at its principal office (a) a written notice of the Warrant Certificate evidencing Holder’s election to exercise this Warrant, which notice shall specify the Warrant number of shares of Common Stock to be exercised with the form of election to purchase on the reverse thereof duly completed and signedpurchased, and upon payment (b) cash or a certified check payable to the Company in an amount equal to the aggregate purchase price of the Exercise Pricenumber of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as adjusted promptly as practicable, and in any event within 20 days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of shares of Common Stock specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 5,000 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of the Holder or such other name as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued and the Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of such shares as of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issue and delivery of such stock certificates and new Warrants, except that, in case such stock certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all stock transfer taxes that are payable upon the issuance of such stock certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall use its best efforts to secure the listing of such shares of Common Stock upon each securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if issuable upon the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsthis Warrant.

Exercise of Warrants. A Warrant Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right, which right may be exercised as in such Warrants as expressed, to purchase from the Company, and the Company shall issue and sell to such registered holder of Warrants, the number of fully paid and nonassessable shares of Common Stock specified in such Warrants, upon surrender to the Company at the office of the Warrant Certificate evidencing the Warrant to be exercised Agent, with the form of election to purchase on the reverse side thereof duly completed and signed, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price, as adjusted from time to time as provided herein, Price for each Warrant Share the number of shares of Common Stock in respect of which such Warrants are then purchasedexercised. Payment of the aggregate such Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall may be made (a) by wire transfer of immediately available funds in U.S. Dollars cash or (b) by certified check, bank draft, or official bank check for U.S. Dollars made postal or express money order, payable in United States dollars, to the order of the Company. Each Warrant not exercised prior Subject to the Expiration Date provisions of Paragraph 8 hereof, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company, acting through the Warrant Agent, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants. Such certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease a holder of record of such Common Stock, as of the date of surrender of such time. Notwithstanding anything in this Agreement to Warrants and payment of the contraryExercise Price, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvalsas aforesaid; provided, however, that if, at the date of surrender of such Warrants and the payment of such Exercise Price, the transfer books for the Common Stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the Common Stock in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such shares; provided further, however, that the transfer books aforesaid, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The right of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or, from time to time, for only part of the Common Stock specified therein, and in the event that any Warrant is exercised in respect of less than all of the Holder has delivered a notice of exercise to the Company Common Stock specified therein at any time prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as date of expiration of the Expiration DateWarrants, a new Warrant or Warrants will be issued for the remaining number of Common Stock specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Paragraph 5 and of Paragraph 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purposes. Notwithstanding anything contained herein to the contrary, no Warrant may be exercised if the issuance of Common Stock in connection therewith would constitute a violation of the registration provisions of federal or state securities laws. Upon thirty (30) days prior written notice to all holders of the Warrants, the Expiration Date with respect Company shall have the right to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if reduce the exercise price and/or extend the term of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested Warrants in compliance with the requirements of Rule 13e-4 to obtain such Regulatory Approvalsthe extent applicable.

Exercise of Warrants. A Warrant may (a) Subject to the conditions in Section 2(e) of the Existing Warrants, by executing this Agreement, the Company and the Holder hereby agree that the Holder shall be deemed to have exercised upon surrender the number of Existing Warrants set forth on the signature page hereto at, in accordance with Section 2(d) of the Existing Warrants, an exercise price per share of $1.30 (the “Exercise Price”), for aggregate cash proceeds to the Company in the amount set forth on the Holder’s signature page hereto, pursuant to the terms of the Warrant Certificate evidencing Existing Warrants. The Holder shall deliver the aggregate cash exercise price for such Existing Warrants to the bank account set forth on the Company’s signature page hereto within two Trading Days after the date hereof and the Company shall deliver the Warrant Shares to be exercised with the form Holder via the Depository Trust Company Deposit or Withdrawal at Custodian system pursuant to the terms of election the Existing Warrants, but pursuant to purchase DWAC instructions set forth on the reverse thereof duly completed and signed, and upon payment Holder’s signature page hereto. The date of the closing of the exercise of the Existing Warrants shall be referred to as the “Closing Date”. Notwithstanding anything to the Company of the Exercise Price, as adjusted from time to time as provided contrary contained herein, for each Warrant Share then purchased. Payment if the Holder has exercised all of its Existing Warrants on the aggregate Exercise Price for all Warrant Shares being purchased in respect Closing Date, the provisions of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or clauses (b) by certified or official bank check for U.S. Dollars made payable and (c) of this Section 2.1, and the last sentence of Section 2.2, shall not apply to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsHolder.

Exercise of Warrants. A Warrant Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right, which right may be exercised as in such Warrants expressed, during the five year period commencing thirty days from the date of the Company's Prospectus dated _________ ____, 2001 ("Prospectus") to purchase from the Company, and the Company shall issue and sell to such registered holder of Warrants, the number of fully paid and non-assessable shares of Common Stock specified in such Warrants, upon surrender to the Company at the office of the Warrant Certificate evidencing the Warrant to be exercised Agent, with the form of election to purchase on the reverse side thereof duly completed and signed, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price, as adjusted from time to time as provided hereinhereinafter defined, for each Warrant Share the number of shares of Common Stock in respect of which such Warrants are then purchasedexercised. Payment of the aggregate such Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall may be made (a) by wire transfer of immediately available funds in U.S. Dollars cash or (b) by certified check, bank draft, or official bank check for U.S. Dollars made postal or express money order, payable in United States dollars, to the order of the Company. Each Warrant not exercised prior Subject to the Expiration Date provisions of Paragraph 8 hereof, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company, acting through the Warrant Agent, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the full number of shares of Common Stock so purchased upon the exercise of such Warrants. Such certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease a holder of record of such Common Stock, as of the date of surrender of such time. Notwithstanding anything in this Agreement to Warrants and payment of the contraryExercise Price, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvalsas aforesaid; provided, however, that if, at the date of surrender of such Warrants and the payment of such Exercise Price, the transfer books for the Common Stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such shares; provided further, however, that the transfer books aforesaid, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The right of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or, from time to time, for part of the shares specified therein, and in the event that any Warrant is exercised in respect of less than all of the Holder has delivered a notice of exercise to the Company shares specified therein at any time prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as date of expiration of the Expiration DateWarrants, a new Warrant or Warrants will be issued for the Expiration Date remaining number of Common Stock specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Paragraph 5 and of Paragraph 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with respect Warrants duly executed on behalf of the Company for such purposes. Notwithstanding anything contained herein to such Warrants shall automatically the contrary, no Warrant may be extended for exercised if the issuance of Common Stock in connection therewith would constitute a period violation of 30 days following final approval the registration provisions of federal or disapproval of any such Regulatory Approvalstate securities laws. The Company agrees that if will use its best efforts to file and keep effective a current prospectus which will permit the purchase and sale of the Warrants and the Common Stock underlying the Warrants. In addition, the Company will use its best efforts to qualify for sale the Warrants and the Common Stock underlying the Warrants in those states in which the Warrants and the Common Stock are to be offered. Upon thirty (30) days' prior written notice to all holders of the Warrants, the Company shall have the right to reduce the exercise price and/or extend the term of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested Warrants in compliance with the requirements of Rule 13e-4 to obtain such Regulatory Approvalsthe extent applicable.

Exercise of Warrants. A Warrant may be exercised upon surrender To exercise the Warrants in whole or in part, the Holder shall deliver to the Company at its principal office (a) a written notice of the Warrant Certificate evidencing Holder's election to exercise this Warrant, which notice shall specify the Warrant number of shares of Common Stock to be exercised with the form of election to purchase on the reverse thereof duly completed and signedpurchased, and upon payment (b) cash or a certified check payable to the Company in an amount equal to the aggregate purchase price of the Exercise Pricenumber of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as adjusted promptly as practicable, and in any event within 20 days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of shares of Common Stock specified in such notice. The stock certificate or certificates so delivered shall be in the denomination of 100 shares each or such lesser or greater denomination as may be specified in such notice and shall be issued in the name of the Holder or such other name as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued and the Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of such shares as of the date such notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock provided for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issue and delivery of such stock certificates and new Warrants, except that, in case such stock certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all stock transfer taxes that are payable upon the issuance of such stock certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall secure the listing of such shares of Common Stock upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if issuable upon the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsthis Warrant.

Exercise of Warrants. A Warrant may be exercised upon surrender to the Company of the Warrant Certificate evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, and upon payment to the Company of The Warrants initially are exercisable at the Exercise Price, as adjusted from time Price (subject to time adjustment as provided hereinin SECTION 6 hereof) per share of Common Stock, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) payable by certified or official bank cashier's check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior ; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of such time. Notwithstanding anything in this Agreement the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the contraryHolder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last 10 trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last 10 trading days before such date or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last 20 trading days before such date. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 3811 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000), xhe Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also referred to herein as the "Holder" or "Holders") shall he entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may he exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder hereby acknowledges shall for all purposes he deemed to have become the holder of record of the number of shares of Common Stock from the date on which the Warrant was surrendered and agrees that its exercise payment of the Exercise Price was made irrespective of the date of delivery of such shares, except that, if the date of such surrender and payment is a Warrant for Warrant Shares is subject to date on which the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice stock transfer books of exercise to the Company prior are closed, such person shall he deemed to have become the Expiration Date and any Regulatory Approvals with respect to holder of such exercise shares at the close of business on the next succeeding date on which the stock transfer books are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsopen.

Exercise of Warrants. A This Warrant may be exercised upon surrender by the Holder, in whole or in part, subject to the Company provisions hereof (but not as to a fractional share of Common Stock), by (a) surrender of this Warrant at the principal office of the Warrant Certificate evidencing Company located at 625 X. Xxxxxxx Xxxxxx Xxxx, Suite 400, Lafayette, Louisiana 70508 (or such other office or agency of the Warrant Company as may be designated by notice in writing to be exercised the Holder at the address of such Holder appearing on the books of the Company) with the appropriate form of election to purchase attached hereto duly executed, at any time within the period beginning _____________, 1999 and expiring at 5:00 p.m. Lafayette, Louisiana time on _____________ [five years from date hereof] (the reverse thereof duly completed "Exercise Period") and signed, and upon (b) payment to the Company by certified check or bank draft of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approvalshares. The Company agrees that if the exercise shares of any Warrant requires any Regulatory Approval it will promptly provide Common Stock so purchased shall be and are deemed to be issued to the Holder all cooperation reasonably requested and/or the Holder's designee as the record owner of such shares of Common Stock as of the close of business on the date on which the Warrant is surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased, together with any cash for fractional shares of Common Stock paid pursuant to obtain Section 2G, shall be delivered to the Holder no later than 10 days after the date on which the Warrants have been so exercised, and, unless the Warrants have expired, a new Warrant representing the number of shares of Common Stock, if any, in respect of which this Warrant has not been exercised also shall be delivered to the Holder within such Regulatory Approvalstime.

Exercise of Warrants. A The registered holder of each Warrant shall have the right, which may be exercised as in such Warrant expressed, to purchase from the Company (and the Company shall issue and sell to such registered holder) the number of Shares specified in such Warrants, upon surrender to the Company Company, at the office in _______________ of the Warrant Certificate evidencing the Warrant to be exercised Agent of such Warrant, with the form of election to purchase on the reverse thereof duly completed filled in and signed, and upon payment to the Warrant Agent for the account of the Company of the Warrant Exercise Price, as adjusted from time to time as provided hereindetermined in accordance with the provisions of Section 9 of this Agreement, for each the number of Shares in respect of which such Warrant Share is then purchasedexercised. Payment of the aggregate such Warrant Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall may be made (a) by wire transfer of immediately available funds in U.S. Dollars cash, or (b) by certified check or official bank check for U.S. Dollars made draft or postal or express money order, payable in United States dollars, to the order of the CompanyWarrant Agent. Each No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, upon such surrender of Warrants, and payment of the Warrant not exercised prior Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the Expiration Date shall become void written order of the registered holder of such Warrants, and all rights thereunder and all rights in such name or names as such registered holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect thereof under this Agreement of any fraction of a Share otherwise issuable upon such surrender. Such certificate or certificates shall cease be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of such time. Notwithstanding anything in this Agreement to Warrants and payment of the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory ApprovalsExercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants and payment of such Warrant Exercise Price, the transfer books for the Shares purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such Warrant Exercise Price shall be effective to constitute the person so designated to be named therein as the holder of record of such Shares on such date, but shall be effective to constitute such person as the holder of record of such Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Shares. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Holder has delivered a notice of exercise to the Company Shares specified therein at any time prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration DateWarrants, a new Warrant or Warrants of like tenor will be issued for the Expiration Date remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of Section 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with respect to Warrants duly executed on behalf of the Company for such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalspurpose.

Exercise of Warrants. A The registered holder of each Warrant shall have the right, which may be exercised as in such Warrant expressed, to purchase from the Company (and the Company shall issue and sell to such registered holder) the number of Shares specified in such Warrant, upon surrender to the Company Company, at the office in __________ of the Warrant Certificate evidencing the Warrant to be exercised Agent of such Warrant, with the form of election to purchase on the reverse thereof duly completed filled in and signed, and upon payment to the Warrant Agent for the account of the Company of the Warrant Exercise Price, as adjusted from time to time as provided hereindetermined in accordance with the provisions of Section 9 of this Agreement, for each the number of Shares in respect of which such Warrant Share is then purchasedexercised. Payment of the aggregate such Warrant Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall may be made (a) by wire transfer of immediately available funds in U.S. Dollars cash, or (b) by certified check or official bank check for U.S. Dollars made draft or postal or express money order, payable in United States dollars, to the order of the CompanyWarrant Agent. Each No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, upon such surrender of Warrants, and payment of the Warrant not exercised prior Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the Expiration Date shall become void written order of the registered holder of such Warrants, and all rights thereunder and all rights in such name or names as such registered holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect thereof under this Agreement of any fraction of a Share otherwise issuable upon such surrender. Such certificate or certificates shall cease be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of such time. Notwithstanding anything in this Agreement to Warrants and payment of the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory ApprovalsExercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants and payment of such Warrant Exercise Price, the transfer books for the Shares purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such Warrant Exercise Price shall be effective to constitute the person so designated to be named therein as the holder of record of such Shares on such date, but shall be effective to constitute such person as the holder of record of such Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Shares. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Holder has delivered a notice of exercise to the Company prior to Shares specified therein at any time before the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration DateWarrants, a new Warrant or Warrants of like tenor will be issued for the Expiration Date remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of Section 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with respect to Warrants duly executed on behalf of the Company for such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalspurpose.

Exercise of Warrants. A Warrant may be exercised upon surrender Subject to the Company terms of this Agreement, the Warrant Certificate evidencing holder shall have the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed right, at any time and signed, and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided hereinafter December 31, for each 2000 until 5:00 p.m., Pacific Time, on February 22, 2004, to purchase from the Company up to the number of fully paid and nonassessable shares of Warrant Share then Securities to which the Warrant holder may at the time be entitled to purchase pursuant to this Agreement and the Warrant, upon presentation and surrender of the Warrant (or a copy thereof) to the Company, together with the Exercise Form duly completed and executed and payment in the aggregate amount equal to the Exercise Price multiplied by the number of shares of Common Stock being purchased. Payment At the option of Holder, payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall may be made either by (ai) by wire transfer of immediately available funds in U.S. Dollars personal or (b) by certified or official bank business check for U.S. Dollars made payable to the order of the Company, (ii) surrender of certificates then held representing, or deduction from the number of shares issuable upon exercise of the Warrant, of that number of shares which has an aggregate Fair Value determined in accordance with this Agreement on the date of exercise equal to the aggregate Exercise Price for all shares to be purchased pursuant to the Warrant, (iii) by a promissory note bearing interest at six percent (6%) per annum and payable in five equal annual installments commencing on the first anniversary of the exercise of the Warrant, or (iv) by any combination of the foregoing methods. Each Within five business days of the Company's receipt of the Warrant not exercised (or a copy thereof), the completed and signed Exercise Form and the requisite payment (if any), the Company shall issue and deliver (or cause to be delivered) to the exercising Holder stock certificates aggregating the number of shares of Warrant Securities purchased. In the event the Company fails to deliver or cause to be delivered to the Holder such certificates (without legend or restriction if such Warrant Securities are then, or are required to be, registered pursuant to the Warrant Agreement) within such five business day period, the Company shall pay to the Holder an amount equal to the greater of (i) $500 per calendar day, (ii) the product of (x) the last sale price on the date the certificates are properly issued and delivered to the Holder, less the last sale price on the date of the Exercise Form, multiplied by (y) the number of shares of Warrant Securities purchased as set forth in the Exercise Form, or (iii) the quotient of (x) the last reported sale price on the day prior to the Expiration Date shall become void date of the Exercise Form, multiplied by the number of shares of Warrant Securities issuable to such Holder upon such exercise, divided by (y) 200 (the "Delay Damages"), for each day after the fifth business day following the delivery of the Warrant and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement Exercise Form to the contraryCompany through and including the day such certificates (without legend or restriction if such Warrant Securities are then, or are required bo be, registered pursuant to the terms of the Warrant Agreement) are delivered to the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to at the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that address set forth in such Exercise Form. In the event the Holder has delivered a notice Company restricts or delays the transfer or clearance of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide certificates by the Holder all cooperation reasonably requested to obtain such Regulatory Approvals.(whether by stop

Exercise of Warrants. A Subject to the provisions of this Agreement, each registered holder of a Warrant may be exercised shall have the right to purchase one (1) share of Common Stock at a price of $4.00 for a period of three years, commencing on _____________. The Company shall issue and sell to such registered holder of Warrants the number of fully paid and non-assessable shares of Common Stock specified in such Warrants, upon surrender to the Company at the office of the Warrant Certificate evidencing the Warrant to be exercised Agent of such Warrants, with the form of election to purchase on the reverse thereof duly completed filled in and signed, and upon payment to the Company order of the Exercise PriceCompany for the Warrant exercise price, as adjusted from time to time as provided determined in accordance with Sections 10 and 11 herein, for each Warrant Share the number of shares in respect of which such Warrants are then purchasedexercised. Payment of the aggregate Exercise such Warrant Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars cash or (b) by certified check or official bank check for U.S. draft or postal or express money order, payable in United States Dollars made payable to the order of the Company. Each No adjustment shall be made for any dividends on any Common Shares issuable upon exercise of an Warrant. Subject to Section 7, upon such surrender of Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the largest number of whole Common Shares so purchased upon the exercise of such Warrants. The Company shall not exercised prior be required to the Expiration Date shall become void and all rights thereunder and all rights issue any fraction of a Share of Common Stock or make any cash or other adjustment as provided in Section 12 herein, in respect thereof under this Agreement of any fraction of a Common Share otherwise issuable upon such surrender. Such certificate or certificates shall cease be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of such time. Notwithstanding anything in this Agreement to Warrants and payment of the contrary, the Holder hereby acknowledges Warrant Price as aforesaid and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that if at the date of surrender of such Warrants and payment of such Warrant Price, the transfer books for the Common Shares or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall be opened and until such date the Company shall be under no duty to deliver any certificate for such shares; provided further, however, that the aforesaid transfer books, unless otherwise required by law or by applicable rule of national securities exchange, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Holder has delivered a notice of exercise to the Company Shares specified therein at any time prior to the Expiration Date and any Regulatory Approvals with respect date of expiration of the Warrant, a new Warrant or Warrants will be issued to such registered holder for the remaining number of shares specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section during the warrant exercise are pending as period, and the Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Expiration Date, the Expiration Date with respect to Company for such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalspurpose.

Exercise of Warrants. A Except as provided in Section 4 below, commencing -------------------- after November 8, 2001 exercise of the purchase rights represented by this Warrant may be exercised upon made at any time or times, before the close of business on the Expiration Date, or such earlier date on which this Warrant may terminate as provided in this Warrant, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Warrant Certificate evidencing Company as it may designate by notice to the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signedHolder), and upon payment to the Company of the Exercise Pricein United States dollars in cash, as adjusted from time to time as provided hereinby certified check or cashier's check, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) or by wire transfer to an account designated by the Company of immediately available funds funds, in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable an amount equal to the order Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Agreement to be purchased. The Warrant Shares so purchased shall be deemed to be issued to the Holder or such Xxxxxx's designee, as the record owner of such shares, as of the Companyclose of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for the Warrant Shares as set forth above or, if such date is not a business date, on the next succeeding business date. Each The Warrant not exercised prior Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the Expiration Date Holder within a reasonable time, not exceeding three business days, after this Warrant shall become void and all rights thereunder and all rights have been so exercised. If the Company's transfer agent is participating in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company will cause its transfer agent to electronically transmit the Warrant Shares so purchased to the contraryHolder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company will deliver to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder hereby acknowledges and agrees that its exercise of a Warrant for may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares is subject so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder, shall be registered in the name of such Holder or such other name as shall be designated by such Holder, and shall not bear any restrictive legend, unless otherwise required by law. If this Warrant shall have been exercised only in part, then the Company will, at the time of delivery of the certificates for the Warrant Shares purchased, deliver to the condition that Holder a new Warrant representing the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice number of exercise to the Company prior to the Expiration Date and any Regulatory Approvals shares with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants which this Warrant shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsnot then have been exercised.

Exercise of Warrants. A Warrant (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon surrender -------------- (1) The total will be 50,000 shares split between QIP and SFM Domestic Investments. delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate evidencing Certificate, (B) a written notice stating that such Holder elects to exercise the Warrant Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be exercised with the form of election to purchase on the reverse thereof duly completed issued and signed, and upon (C) payment to the Company of the Exercise PricePrice for such Warrants, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment which shall be payable by any one or any combination of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made following: (ai) by wire transfer of immediately available funds in U.S. Dollars or cash; (bii) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each ; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant not exercised prior Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of such time. Notwithstanding anything the date of exercise (if the Exercise Price were being paid in this Agreement cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the contraryquotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder hereby acknowledges or are acquired in connection with such exercise, and agrees that its without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant for Warrant Shares in accordance with clause (iii) is subject herein referred to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered as a notice of exercise to the Company prior to the Expiration Date "Cashless Exercise" and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the an exercise of any a Warrant requires any Regulatory Approval it will promptly provide in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the Holder all cooperation reasonably requested to obtain such Regulatory Approvals"Warrant Exercise Documentation."

Exercise of Warrants. A Warrant may be exercised Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right to purchase from the Company, and the Company shall issue and sell to such registered holder, the number of fully paid and non-assessable shares of Common Stock of the Company specified in the Warrants, upon surrender to the Company at the office of the Warrant Certificate evidencing the Warrant to be exercised Agent of such Warrants, with the form of election to purchase on the reverse thereof duly completed Warrants filled out and signed, and upon payment to the Company of the Exercise Warrant Price, as adjusted from time specified herein. Any Warrant may be exercised in whole or in part. In the event of exercise in part, the Warrant Agent shall issue and deliver to time as provided herein, for each the Warrant Share then purchasedHolder another Warrant of like tenor representing the unexercised number of shares. Payment for the shares upon exercise of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant Warrants shall be made (a) by wire transfer of immediately available funds in U.S. Dollars cash or (b) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each The Warrants may be exercised for a period of one year from the date of issuance. No adjustment shall be made for any dividends on any Common Stock issuable upon exercise of any Warrant. Subject to Section 5, hereof, upon surrender of Warrants and payment of the Warrant not exercised prior Price, the Company shall issue and cause to be delivered with all reasonable dispatch to, or upon the Expiration Date written order of the registered holder of Warrants exercised, and in such name or names as the holder shall become void and all rights thereunder and all rights designate, a certificate or certificates representing the shares so purchased, together with cash, as provided in Section 11, hereof, in respect thereof under this Agreement of any fraction of a share of Common Stock otherwise issuable upon surrender. Such certificate or certificates shall cease be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such shares as of such time. Notwithstanding anything in this Agreement to the contrarydate of surrender of the Warrants, and the Holder hereby acknowledges and agrees that its exercise payment of a the Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory ApprovalsPrice; provided, however, that if, at the date of surrender of such Warrants and the payment of such Warrant Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares in the event the Holder has delivered a notice respect of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to which such exercise Warrants are pending then exercised shall be issuable as of the Expiration Datedate of which such books shall be opened, whether before, on or after 5:00 P.M., Utah time, on the respective dates of expiration of the Warrants, and until such date, the Expiration Date with respect Company shall have no obligation or duty to deliver any certificate for such Warrants shares; provided, further, however, that the transfer books, unless otherwise required by law or applicable rule of any national securities exchange, or bylaw of the Company, shall automatically not be extended closed at any one time for a period in excess of 30 days following final approval or disapproval 20 days. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of any the Company for such Regulatory Approvalpurpose. The Company agrees shall pay all taxes and other governmental charges (other than income tax) that if may be imposed in respect of the issue or delivery of the shares issued upon the exercise of any Warrants. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of the any certificate for shares in any name other than that of the Warrant requires Holder surrendered in connection with the purchase of such shares, and in such case neither the Company nor the Warrant Agent shall be required to issue or deliver any Regulatory Approval stock certificate until such tax or other charge has been paid or it will promptly provide has been established to the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsCompany's satisfaction that no tax or charge is due.

Exercise of Warrants. A Warrant The Exercise Price and the Shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of this Agreement, and in addition to the right to surrender warrants without any cash payment as set forth in subsection (c) below, each Holder shall have the right, which may be exercised as set forth in such Warrants, to purchase from the Company (and the Company shall issue and sell to such Holder) the number of fully paid and nonassessable Shares specified in such Warrants, upon surrender to the Company Company, or its duly authorized agent, of the Warrant Certificate evidencing the Warrant to be exercised such Warrants, with the form of election to purchase on the reverse thereof attached thereto duly completed and signed, with signatures guaranteed by an eligible guarantor institution participating in an approved signature guarantee medallion program and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided hereinin accordance with the provisions of Section 8 of this Agreement, for each Warrant Share then purchased. Payment the number of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant which such Warrants are then exercised. No adjustment shall be made (a) by wire transfer for any dividends on any Shares issuable upon exercise of immediately available funds a Warrant. Upon each surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch, but in U.S. Dollars no event later than three trading days following such surrender, to or (b) by certified or official bank check for U.S. Dollars made payable to upon the written order of the Company. Each Warrant not exercised prior to Holder of such Warrants and in such name or names as such Holder may designate, a certificate or certificates for the Expiration Date shall become void and all rights thereunder and all rights number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect thereof under this Agreement of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall cease be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of such time. Notwithstanding anything in this Agreement to the contrary, date of the Holder hereby acknowledges surrender of Warrants and agrees that its exercise payment of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory ApprovalsExercise Price as aforesaid; provided, however, that in if, at the event date of surrender of such Warrants, the Holder has delivered a notice transfer books for the Common Stock or other class of securities issuable upon the exercise to of such Warrants shall be closed, the Company prior to certificates for the Expiration Date and any Regulatory Approvals with respect to such exercise are pending Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date, ) and until such date the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvals.Company

Exercise of Warrants. A Warrant (a) On or before the JEDI/Purchaser Option Termination Date, the Warrants may be exercised only pursuant to this Section 3.2(a). The Warrants may be exercised, without the surrender thereof, upon surrender the delivery to the Secretary of the Company of (1) a duly completed form of Election to Purchase attached hereto with respect to a number of Warrant Shares specified therein, signed by Optionee (as defined in the JEDI/Anschutz Option) pursuant to an irrevocable power of attorney granted by the Holder in the JEDI/Anschutz Option, and (2) a certificate of the President or chief financial officer of Optionee to the effect that (A) Optionee has exercised the JEDI/Anschutz Option with respect to a number of Tranche B Warrant Shares (as defined in the JEDI/Anschutz Option) in the aggregate equal to the number of Warrant Shares specified in the Election to Purchase, (B) Optionee has delivered to the Holder the Anschutz Notice (as defined in the JEDI Loan Agreement) and (C) Optionee has paid to the Holder the aggregate Option Price (as defined in the JEDI/Anschutz Option) for such number of Tranche B Warrant Shares. The payment of such aggregate Option Price for such number of Tranche B Warrant Shares shall constitute payment in full of the Warrant Certificate evidencing Price for such number of Warrant Shares. Subject to Section 8, upon delivery of the Election to Purchase and the related certificate referred to in clause (2) above and payment of the Warrant Price as aforesaid, and without regard to the surrender of any Warrant in connection therewith, the Company shall issue and cause to be exercised delivered with the form of election all reasonable dispatch to purchase on the reverse thereof duly completed and signed, and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to at the order of Optionee and in the Company. Each name of Optionee or at its order, a certificate for the number of full Warrant not exercised prior to Shares so purchased upon the Expiration Date shall become void and all rights thereunder and all rights exercise of such Warrants, together with cash, as provided in Section 8, in respect thereof under this Agreement to any fractional Warrant Share otherwise issuable upon such surrender. Such certificate shall cease be deemed to have been issued to such transferee and such transferee shall be deemed to have become a holder of record of such Warrant Shares as of such time. Notwithstanding anything in this Agreement to the contrary, date of the Holder hereby acknowledges and agrees that its exercise payment of a the Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory ApprovalsPrice; provided, however, that if, at the date of payment of such Warrant Price, the transfer books for the Warrant Shares or other class of stock purchasable upon the exercise of such Warrant shall be closed, the certificates for the Warrant Shares in respect of which such Warrant is then exercised shall be issuable as of the event date on which such books shall next be opened (whether before or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; provided, further, that the transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. On or before the JEDI/Purchaser Option Termination Date, the rights of purchase represented by the Warrant shall be exercisable, at the election of Purchaser, either in full or from time to time in part. After each such issuance of Warrant Shares pursuant to this Section 3.2(a), the Company shall notify the Holder that the number of Warrants evidenced hereby has delivered a notice been reduced by the number of exercise Warrants so exercised and the Holder shall deliver this Warrant to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as in care of the Expiration Date, Secretary of the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory ApprovalCompany. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide shall issue and cause to be delivered with all reasonable dispatch to the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsa new Warrant evidencing the remaining Warrants that were evidenced by the Warrant.

Exercise of Warrants. A Warrant may be exercised Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right to purchase from the Company, and the Company shall issue and sell to such registered holder, the number of fully paid and nonassessable shares of Common Stock of the Company specified in the Warrants, upon surrender to the Company at the office of the Warrant Certificate evidencing the Warrant to be exercised Agent of such Warrants, with the form of election to purchase on the reverse thereof duly completed Warrants filled out and signed, and upon payment to the Company of the Exercise Warrant Price, as adjusted from time specified herein. Any Warrant may be exercised in whole or in part. In the event of exercise in part, the Warrant Agent shall issue and deliver to time as provided herein, for each the Warrant Share then purchasedHolder another Warrant of like tenor representing the unexercised number of shares. Payment for the shares upon exercise of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant Warrants shall be made (a) by wire transfer of immediately available funds in U.S. Dollars cash or (b) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each "A" warrants may be exercised for a period of one year and "B" warrants may be exercised for period of five years from the dat of issuance. No adjustment shall be made for any dividends on any Common Stock issuable upon exercise of any Warrant. Subject to Section 5, hereof, upon surrender of Warrants and payment of the Warrant not exercised prior Price, the Company shall issue and cause to be delivered with all reasonable dispatch to, or upon the Expiration Date written order of the registered holder of Warrants exercised, and in such name or names as the holder shall become void and all rights thereunder and all rights designate, a certificate or certificates representing the shares so purchased, together with cash, as provided in Section 11, hereof, in respect thereof under this Agreement of any fraction of a share of Common Stock otherwise issuable upon surrender. Such certificate or certificates shall cease be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such shares as of such time. Notwithstanding anything in this Agreement to the contrarydate of surrender of the Warrants, and the Holder hereby acknowledges and agrees that its exercise payment of a the Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory ApprovalsPrice; provided, however, that if, at the date of surrender of such Warrants and the payment of such Warrant Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares in the event the Holder has delivered a notice respect of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to which such exercise Warrants are pending then exercised shall be issuable as of the Expiration Datedate of which such books shall be opened, whether before, on or after 5:00 p.m., Utah time, on the respective dates of expiration of the Warrants, and until such date, the Expiration Date with respect Company shall have no 2 obligation or duty to deliver any certificate for such Warrants shares; provided, further, however, that the transfer books, unless otherwise required by law or applicable rule of any national securities exchange, or bylaw of the Company, shall automatically not be extended closed at any one time for a period in excess of 30 days following final approval or disapproval 20 days. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of any the Company for such Regulatory Approvalpurpose. The Company agrees shall pay all taxes and other governmental charges (other than income tax) that if may be imposed in respect of the issue or delivery of the shares issued upon the exercise of any Warrants. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of the any certificate for shares in any name other than that of the Warrant requires Holder surrendered in connection with the purchase of such shares, and in such case neither the Company nor the Warrant Agent shall be required to issue or deliver any Regulatory Approval stock certificate until such tax or other charge has been paid or it will promptly provide has been established to the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsCompany's satisfaction that no tax or charge is due.

Exercise of Warrants. A Warrant The Exercise Price and the Shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of this Agreement, and in addition to the right to surrender Warrants without any cash payment as set forth in subsection (c) below, each Holder shall have the right, which may be exercised as set forth in such Warrants, to purchase from the Company (and the Company shall issue and sell to such Holder) the number of fully-paid and nonassessable Shares specified in such Warrants, upon surrender to the Company Company, or its duly authorized agent, of the Warrant Certificate evidencing the Warrant to be exercised such Warrants, with the form of election to purchase on the reverse thereof attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided hereinin accordance with the provisions of Section 8 of this Agreement, for each Warrant Share then purchased. Payment the number of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant which such Warrants are then exercised and upon compliance with the requirements of the Act, the Rules and Regulations and applicable state securities laws, rules and regulations. No adjustment shall be made for any cash dividends paid to shareholders of record before the date on which the Warrants are exercised. Upon each surrender of Warrants, payment of the Exercise Price and compliance with the requirements of the Act, the Rules and Regulations and applicable state securities laws, rules and regulations, the Company shall issue and cause to be delivered with all reasonable dispatch, but in no event later than three (a3) by wire transfer of immediately available funds in U.S. Dollars trading days following such surrender, to or (bsubject to Section 3) by certified or official bank check for U.S. Dollars made payable to upon the written order of the Company. Each Warrant not exercised prior Holder of such Warrants and (subject to Section 3) in such name or names as such Holder may designate, a certificate or certificates for the Expiration Date shall become void and all rights thereunder and all rights number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect thereof under this Agreement of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall cease be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of such time. Notwithstanding anything in this Agreement to the contrarydate of the surrender of Warrants, payment of the Exercise Price and compliance with the requirements of the Act, the Holder hereby acknowledges Rules and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory ApprovalsRegulations and applicable state securities laws, rules and regulations as aforesaid; provided, however, that if, at the date of surrender of such Warrants, the transfer books for the Common Shares or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holder(s) thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the Holder has delivered a notice of Shares issuable upon such exercise to the Company at any time prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Warrant Expiration Date, a new Warrant or Warrants will be issued for the Expiration Date with respect to such Warrants shall automatically be extended for a period remaining number of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if Shares specified in the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsso surrendered.

Exercise of Warrants. A No Warrant may be exercised upon surrender after 5:00 p.m., Los Angeles time, on March 3, 2010 (the "Termination Date"). All Warrants evidenced hereby shall thereafter become void. Warrants may be exercised to purchase Units from the Company on or after the date hereof and on or before 5:00 p.m., Los Angeles time, on the Termination Date, at the Exercise Price, subject to adjustment, as hereinafter referred to. The registered holder of the Warrants evidenced by this Warrant Certificate evidencing the may exercise them, subject to Section 6, by surrendering this Warrant to be exercised Certificate, with the form of election to purchase on the reverse thereof duly set forth hereon properly completed and signedexecuted, and upon together with payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) in cash or by wire transfer of federal funds or other delivery of immediately available funds in U.S. Dollars or (if the exercise is by the person to whom the Warrants are initially issued) by check reasonably acceptable to the Company, (b) by certified or official bank check for U.S. Dollars made payable to the order extent permitted by law, by delivery of Senior Subordinated Notes due 2007 of the Company. Each Warrant not exercised prior Subsidiary (as defined below), duly endorsed or accompanied by appropriate instruments of transfer duly executed by the registered holder thereof, which Notes shall be applied to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as payment of such time. Notwithstanding anything in this Agreement the Exercise Price at 100% of their original principal amount plus accrued interest to the contrarydate of delivery, or (c) by a combination of the Holder hereby acknowledges methods specified in clauses (a) and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals(b); provided, however, that if the Warrant so exercised has been duly assigned in accordance with the provisions of Section 12, such assignee may exercise such Warrant prior to, or in the event absence of, the Holder has delivered a notice registration of exercise such assignment as though such assignee were the registered holder of such Warrant. The rights, privileges, obligations and restrictions created or conveyed by this Warrant Certificate in the Units or to the Company prior holders thereof shall survive the transfer of the Units or the remaining Warrants to another person and/or the exercise, expiration or other termination of the Warrants, and shall inhere in the Units and inure to the Expiration Date benefit of and any Regulatory Approvals with respect be binding upon the holders thereof until, and shall expire upon, the termination of such rights, privileges, obligations, and restrictions as provided herein or in the Registration Rights Agreement and the Security holders Agreement referred to in Section 2, below, notwithstanding the retirement, termination, and/or cancellation of this Warrant Certificate. To evidence such exercise are pending as surviving rights, privileges, obligations, and restrictions, upon the request of the Expiration DateCompany or any such holder of Units, the Expiration Date with respect to Company and such Warrants holder shall automatically be extended for a period of 30 days following final approval execute an instrument or disapproval of any agreement confirming such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsrights, privileges, obligations and restrictions.

Exercise of Warrants. A Subject to Paragraph 3 and the other provisions of this Warrant, the rights represented by this Warrant may be exercised upon by (i) surrender to of this Warrant (with the purchase form at the end hereof properly executed) at the principal executive office of the Company (or such other office or agency of the Warrant Certificate evidencing Company as the Warrant Company may designate by notice in writing to be exercised with Holder at the form address of election to purchase Holder appearing on the reverse thereof duly completed and signed, and upon books of the Company); (ii) payment to the Company of the Exercise PricePurchase Price for the number of shares specified in the above-mentioned purchase form together with applicable stock transfer taxes, as adjusted from if any; and (iii) delivery to the Company of a statement by Holder (in a form acceptable to the Company and its counsel) that such shares are being acquired by Holder for investment and not with a view to their distribution or resale except a sale pursuant to the Registration Statement. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date the Warrant is surrendered and payment is made in accordance with the foregoing provisions of this Paragraph 4, and the person or persons in whose name or names the certificates for Warrant Shares shall be issuable upon such exercise shall become the holder or holders of record of such Warrant Shares at that time and date. The certificates for the Warrant Shares so purchased shall be delivered to time Holder within a reasonable time, not exceeding three (3) business days, after the rights represented by this Warrant shall have been so exercised. If the Warrant is exercised prior to the effective date of a registration statement to be filed by the Company under the terms of the Registration Rights Agreement entered into between the Holder and the Company in connection with the Offering (the "Registration Rights Agreement"), the Warrant Shares shall bear a legend substantially similar to the following restrictive legend: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. If fewer than all of the Warrants represented by this Warrant are exercised, this Warrant shall be surrendered and, subject to the provisions as provided herein, for each a new Warrant Share then purchased. Payment of the aggregate Exercise Price same tenor and for all Warrant Shares being purchased in respect the number of a Warrant Warrants that were not exercised shall be made (a) signed by wire transfer of immediately available funds in U.S. Dollars or (b) the Company and delivered by certified or official bank check for U.S. Dollars made payable the Company to the order of person or persons entitled to receive the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalssame.

Exercise of Warrants. A This Warrant may be exercised in whole or in part by the Holder during the Exercise Period upon presentation and surrender to hereof, with the attached Purchase Form duly executed, at the office of the Company of the Warrant Certificate evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signedlocated at 100 Xxxxxxx Xxxxxxxxx, and upon Xxxx Xxxx Xxxxx, XX 00000, accompanied by full payment to the Company of the Exercise Price multiplied by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, as adjusted promptly as practicable, a certificate representing the Shares being purchased. This Warrant may be exercised for not less than 1,000 Shares and in additional increments of 1,000 Shares at any time and from time to time during the Exercise Period. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as provided hereinsoon as reasonably practicable, at the same Exercise Price, for each the same Exercise Period, and otherwise of like tenor as the Warrant Share then purchasedpartially exercised. Payment of the aggregate Exercise The Purchase Price for all Warrant Shares being purchased in respect shall be payable by delivery of a Warrant shall be made (a) certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in U.S. Dollars or (b) writing by certified or official bank check the Company, in the amount of the Purchase Price. The Holder shall be deemed for U.S. Dollars made payable all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the order Company and payment of the Company. Each Warrant not exercised prior Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as any legal requirements prohibiting it from issuing shares of Common Stock on such time. Notwithstanding anything in this Agreement to the contrarydate, the Holder hereby acknowledges and agrees that its exercise shall be deemed to have become the record holder of a Warrant for Warrant such Shares is subject to on the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice next succeeding date as of exercise to which the Company prior ceased to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsso prohibited.

Exercise of Warrants. A 4.1 Each Warrant may be exercised at any time during the Exercise Period, upon surrender the terms and subject to the Company conditions set forth herein and in the Warrant Certificate representing such Warrant. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise (the “Exercise Date”) of the Warrant Certificate evidencing representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, with 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 United States or a member firm of the NASD, together with payment made payable and sent to the Warrant Agent for the account of the Company, in cash or by official bank, certified, or cashier’s check, or by money order or wire transfer of good funds, of an amount in lawful money of the United States of America equal to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, and upon payment to the Company of the Exercise Price, plus an amount equal to any applicable transfer fees or taxes, and the person entitled to receive the Warrant Stock deliverable upon such exercise shall be treated for all purposes as adjusted from time to time the holder thereof as provided herein, for each Warrant Share then purchased. Payment of the aggregate close of business on the Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order Date, irrespective of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as date of issuance or delivery of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant certificate for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory ApprovalsStock; provided, however, that if, at the date of the surrender of such Warrants and the payment of the Exercise Price, the transfer books for the Warrant Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the Warrant Stock or for shares of such other class of stock in respect of which such Warrants are then exercised shall be issuable as of the event date on which such books shall next be opened (whether before or after the Holder has delivered a notice of exercise to Expiration Date) and until such date the Company prior shall be under no duty to deliver any certificate for such Warrant Stock or for shares of such other class of stock; provided further, that the transfer books of record, unless otherwise required by law, shall not be closed at any time for a period longer than 20 days. Except as otherwise provided herein, no Warrants presented for exercise after their Expiration Date will be accepted for exercise and all unexercised Warrants shall be void after the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as all rights of the Expiration Dateholders thereof shall cease at such time. No alternative, the Expiration Date with respect to such Warrants conditional, or contingent exercises shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsaccepted.

Exercise of Warrants. A The registered holder of each Warrant shall have the right, which may be exercised as in such Warrant expressed, to purchase from the Company (and the Company shall issue and sell to such registered holder) the number of Shares specified in such Warrants, upon surrender to the Company Company, at the office in of the Warrant Certificate evidencing the Warrant to be exercised Agent of such Warrant, with the form of election to purchase on the reverse thereof duly completed filled in and signed, and upon payment to the Warrant Agent for the account of the Company of the Exercise Pricewarrant exercise price, as adjusted from time to time as provided hereindetermined in accordance with the provisions of §9 of this Agreement, for each the number of Shares in respect of which such Warrant Share is then purchasedexercised. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall such warrant exercise price may be made (a) by wire transfer of immediately available funds in U.S. Dollars cash, or (b) by certified check or official bank check for U.S. Dollars made draft or postal or express money order, payable in United States dollars, to the order of the CompanyWarrant Agent. Each Warrant not exercised prior No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to §6, upon such surrender of Warrants, and payment of the Expiration Date warrant exercise price as aforesaid, the Company shall become void issue and cause to be delivered with all rights thereunder reasonable dispatch to or upon the written order of the registered holder of such Warrants, and all rights in such name or names as such registered holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in §9 of this Agreement, in respect thereof under this Agreement of any fraction of a Share otherwise issuable upon such surrender. Such certificate or certificates shall cease be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of such time. Notwithstanding anything in this Agreement to Warrants and payment of the contrary, the Holder hereby acknowledges and agrees that its warrant exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvalsprice as aforesaid; provided, however, that if, at the date of surrender of such Warrants and payment of such warrant exercise price, the transfer books for the Shares purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such warrant exercise price shall be effective to constitute the person so designated to be named therein as the holder of record of such Shares on such date, but shall be effective to constitute such person as the holder of record of such Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Shares. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Holder has delivered a notice of exercise to the Company Shares specified therein at any time prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as date of expiration of the Expiration DateWarrants, a new Warrant or Warrants of like tenor will be issued for the Expiration Date remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of §3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with respect to Warrants duly executed on behalf of the Company for such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalspurpose.

Exercise of Warrants. A Warrant Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right, which may be exercised as in such Warrant Certificates expressed, to purchase from the Company (and the Company shall issue and sell to such registered holders of Warrants) all or part of the number of fully paid and nonassessable shares of Warrant Common Stock specified in such Warrant Certificates (subject to the adjustments as herein provided), upon surrender to the Company at the office of the Warrant Certificate evidencing the Agent specified in Section 20 hereof, of such Warrant to be exercised Certificates with the exercise form of election to purchase on the reverse thereof attached hereto duly completed filled in and signed, and upon payment to the Warrant Agent to the account of the Company of the Exercise Price, Warrant Price for the number of shares of Warrant Common Stock in respect of which such Warrants are then exercised. The date of exercise of any Warrant shall be deemed to be the date of its receipt by the Warrant Agent duly filled in and signed and accompanied by proper funds as adjusted from time to time as provided herein, for each Warrant Share then purchasedhereinafter provided. Payment of the aggregate Exercise such Warrant Price for all Warrant Shares being purchased in respect of a Warrant shall may be made (a) by wire transfer of immediately available funds in U.S. Dollars cash, or (b) by certified or official bank check check. No adjustment shall be made for U.S. Dollars made payable any cash dividends on shares of Warrant Common Stock issuable upon exercise of a Warrant. Upon such surrender of Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Company. Each registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the number of full shares of Warrant not exercised prior to Common Stock so purchased upon the Expiration Date shall become void and all rights thereunder and all rights exercise of such Warrants together with cash as provided in Section 11 of this Agreement, in respect thereof under this Agreement shall cease as of any fraction of a share of such timestock issuable upon such surrender. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges The Company covenants and agrees that all Common Stock, upon issuance against payment in full of the Warrant Price by the holder (or against a cashless exercise as provided in Section 6 of this Agreement) pursuant to this Warrant will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof and, without limiting the generality of the foregoing, the Company covenants and agrees that it will take from time to time all such action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the then effective Warrant Price. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, it will procure at its sole expense the listing of the shares of Common Stock issuable upon the exercise of a this Warrant for Warrant Shares is (subject to issuance or notice of issuance) on all stock exchanges on which the condition Common Stock is then listed or inter-dealer trading systems on which the Common Stock is then traded. The Company will take all such action as may be necessary to assure that such shares of Common Stock may be so issued without violation of any applicable law, rule or regulation, or of any requirements of any national securities exchange upon which the Holder Common Stock may be listed or inter-dealer trading system on which the Common Stock is then traded. The Company will not take any action which would result in any adjustment in the number of shares purchasable hereunder if the total number of shares of Common Stock issuable pursuant to the terms of this Warrant after such action upon full exercise of this Warrant and, together will all shares of Common Stock then issuable upon exercise of all options, warrants and other rights to purchase or convert to shares of Common Stock then outstanding, would exceed the total number of shares of Common Stock then authorized by the Company’s Articles of Incorporation, as then amended. Each person in whose name any certificate for shares of Common Stock is issued upon the exercise of Warrants shall for all purposes be deemed to have first received become the holder of record of the Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Warrant Certificate evidencing such Warrants was duly surrendered and payment of the Warrant Price (and any necessary Regulatory Approvalsapplicable transfer taxes) was made; provided, however, that in if the event date of such surrender and payment is a date upon which the Holder has delivered a notice Common Stock transfer books of exercise to the Company prior are closed, such person shall be deemed to have become the Expiration Date record holder of such shares on, and any Regulatory Approvals with respect to such exercise are pending as certificate shall be dated, the next succeeding business day on which the Common Stock transfer books of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsare open.

Exercise of Warrants. Upon presentation and surrender of this Common Stock Purchase Warrant Certificate ("Warrant Certificate" or "Certificate"), accompanied by a completed Election to Purchase in the form attached hereto as Exhibit A Warrant (the "Election to Purchase") duly executed, at the principal office of the Company currently located at 000 Xxxxxx Xxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxx 00000, Attn: Chief Financial Officer (or such other office or agency of the Company within the United States as the Company may be exercised upon surrender designate to the Company of the Warrant Certificate evidencing the Warrant to be exercised Holder), together with the form of election to purchase on the reverse thereof duly completed and signed(a) a check payable to, and upon payment to or wire transfer to, the Company in the amount of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment Price multiplied by the number of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified if the Holder is effectuating a Cashless Exercise (as defined in Section 9 hereof) pursuant to Section 9 hereof, written notice of an election to effect such a Cashless Exercise for the number of Shares specified in the Election to Purchase, the Company or official bank check for U.S. Dollars made payable the Company's Transfer Agent, as the case may be, shall as soon as practicable, but in any event within three (3) business days thereafter, deliver to the order Holder hereof certificates for fully paid and non-assessable shares of Common Stock which in the aggregate represent the number of Shares being purchased. The certificates so delivered shall be in such denominations as may be requested by the Holder and shall be registered in the name of the CompanyHolder or such other name as shall be designated by the Holder. Each Warrant not exercised prior to the Expiration Date shall become void and All or less than all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration DateWarrants represented by this Certificate may be exercised and, the Expiration Date with respect to such Warrants shall automatically be extended for a period in case of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide less than all, the Company shall, upon surrender hereof, at the Company's expense, deliver to the Holder all cooperation reasonably requested a new Warrant Certificate or Certificates of like tenor and dated the date hereof entitling said Holder to obtain such Regulatory Approvalspurchase the number of Shares represented by this Certificate which have not been exercised.

Exercise of Warrants. A Each Warrant entitles the registered owner thereof to purchase one Share at a purchase price equal to $3.00 (the "Exercise Price"). Subject to the provisions of this Agreement, each Holder shall have the right, which may be exercised as set forth in such Warrants, to purchase from the Company (and the Company shall issue and sell to such Holder) the number of fully paid and nonassessable shares (rounded up to the nearest full share) specified in such Warrants, upon surrender to the Company Company, or its duly authorized agent, of the Warrant Certificate evidencing the Warrant to be exercised such Warrants, with the form of election Election to purchase on the reverse thereof Purchase attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, Price for each Warrant Share the number of Shares in respect of which such Warrants are then purchasedexercised. Payment of the aggregate such Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall may be made (a) by wire transfer of immediately available funds in U.S. Dollars cash or (b) by certified check or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date No adjustment shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its be made for any dividends on any Shares issuable upon exercise of a Warrant for Warrant Shares is subject Warrant. Upon each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the condition that written order of the Holder will of such Warrants and in such name or names as such holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have first received been issued and any necessary Regulatory Approvalsperson so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of Warrants and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of Warrants and payment of such Exercise Price, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened and until such date the Company shall next be opened and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holder(s) thereof, either in full or from time to time in part and, in the event the Holder has delivered a notice that any Warrant is exercised in respect of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as less than all of the Expiration DateShares issuable upon such exercise, a new Warrant or Warrants will be issued for the Expiration Date with respect to such Warrants shall automatically be extended for a period remaining number of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if Shares specified in the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsso surrendered.

Exercise of Warrants. A Warrant The Exercise Price and the Shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of this Agreement, and in addition to the right to surrender warrants without any cash payment as set forth in subsection (c) below, each Holder shall have the right, which may be exercised as set forth in such Warrants, to purchase from the Company (and the Company shall issue and sell to such Holder) the number of fully paid and nonassessable Shares specified in such Warrants, upon surrender to the Company Company, or its duly authorized agent, of the Warrant Certificate evidencing the Warrant to be exercised such Warrants, with the form of election to purchase on the reverse thereof attached thereto duly completed and signed, with signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided hereinin accordance with the provisions of Section 8 of this Agreement, for each Warrant Share then purchased. Payment the number of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant which such Warrants are then exercised. No adjustment shall be made (a) by wire transfer for any dividends on any Shares issuable upon exercise of immediately available funds a Warrant. Upon each surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch, but in U.S. Dollars no event later than three trading days following such surrender, to or (b) by certified or official bank check for U.S. Dollars made payable to upon the written order of the Company. Each Warrant not exercised prior to Holder of such Warrants and in such name or names as such Holder may designate, a certificate or certificates for the Expiration Date shall become void and all rights thereunder and all rights number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect thereof under this Agreement of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall cease be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of such time. Notwithstanding anything in this Agreement to the contrary, date of the Holder hereby acknowledges surrender of Warrants and agrees that its exercise payment of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory ApprovalsExercise Price as aforesaid; provided, however, that in if, at the event date of surrender of such Warrants, the Holder has delivered a notice transfer books for the Common Stock or other class of securities issuable upon the exercise to of such Warrants shall be closed, the Company prior to certificates for the Expiration Date and any Regulatory Approvals with respect to such exercise are pending Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the Expiration Date with respect to such Warrants shall automatically be extended for a period transfer books of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvals.record, unless otherwise

Exercise of Warrants. A Warrant (a) The Warrants may be exercised upon surrender to in whole or in part at any time during the Company period commencing the first anniversary of the Closing Date and ending on the fifth anniversary of the Closing Date (the "Warrant Certificate Exercise Period"). The Warrants shall be exercised by presentation of a certificate substantially in the form of the warrant certificates attached as Exhibit A and Exhibit B hereto (each a "Warrant Certificate") evidencing the Warrant Warrants to be exercised exercised, with the form of election to purchase on the reverse thereof duly completed and signed, and upon payment to the Company at the offices of the Exercise PriceCompany as set forth on the signature page of this Agreement, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment together with payment of the aggregate Warrant Exercise Price for all the number of Warrant Shares being purchased in respect of a Warrant which such Warrants are being exercised in lawful money of the United States of America. Upon such presentation, the Company shall issue and cause to be made (a) by wire transfer of immediately available funds in U.S. Dollars delivered to or (b) by certified or official bank check for U.S. Dollars made payable to upon the written order of the Companyregistered holder or holders of such Warrants ("Registered Holders") and in such name or names as such Registered Holder may designate, a certificate for the Warrant Share or Warrant Shares issued upon such exercise of such Warrants. Each Any person so designated therein shall be deemed to have become a holder of record of such Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease Share or Warrant Shares as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its date of exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvalssuch Warrants; provided, however, that no Registered Holder will be permitted to designate that such Warrant Shares be issued to any person other than such Registered Holder unless each condition to transfer contained in the event the Holder Section 1.7 hereof which would be applicable to a transfer of Warrants or Warrant Shares has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsbeen satisfied.

Exercise of Warrants. A Exercise of the purchase rights represented by this Warrant may be exercised upon surrender made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Warrant Certificate evidencing the Warrant to be exercised with Notice of Exercise in the form annexed hereto (the “Notice of election to purchase on Exercise”). Within the reverse thereof duly completed earlier of (i) three (3) Trading Days and signed(ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of Holder shall deliver the aggregate Exercise Price to the Company for all Warrant Shares being purchased the shares specified in respect the applicable Notice of a Warrant shall be made (a) Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of immediately available funds in U.S. Dollars Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or (bother type of guarantee or notarization) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as any Notice of such timeExercise be required. Notwithstanding anything in this Agreement herein to the contrary, the Holder hereby acknowledges and agrees that its exercise of a shall not be required to physically surrender this Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event Company until the Holder has delivered a notice purchased all of exercise the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company prior for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as Company. Partial exercises of this Warrant resulting in purchases of a portion of the Expiration Date, total number of Warrant Shares available hereunder shall have the Expiration Date with respect effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approvalpurchases. The Company agrees that if shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the exercise provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Without limiting the rights of a Holder to receive Warrant requires any Regulatory Approval it Shares on a “cashless exercise” and without limiting the liquidated damages provision in Section 2(d)(i) and the buy-in provision in Section 2(d)(iv), in no event will promptly provide the Holder all cooperation reasonably requested Company be required to obtain such Regulatory Approvalsnet cash settle a Warrant exercise.

Exercise of Warrants. A Warrant Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right which may be exercised through July 21, 2003 commencing from the Effective Date and ending at the close of business on July 21, 2003 to purchase from the Company (and the Company shall issue and sell to such registered holder of Warrants) the number of fully paid and non-assessable Common Shares specified in such Warrants, upon surrender to the Company at the office of the Warrant Certificate evidencing the Warrant to be exercised Agent of such Warrants, with the form of election to purchase on the reverse thereof duly completed filled in and signed, and upon payment to the order of the Company of the Exercise Warrant Price, as adjusted from time to time as provided determined in accordance with Sections 10 and 11 herein, for each Warrant Share the number of shares in respect of which such Warrants are then purchasedexercised. Payment of the aggregate Exercise such Warrant Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars cash or (b) by certified check or official bank check for U.S. Dollars made payable draft or postal or express money order payable, in United States dollars, to the order of the Company. Each Warrant not exercised prior to the Expiration Date No adjustment shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its be made for any dividends on any Common Shares issuable upon exercise of a Warrant. Subject to Section 7, upon such surrender of Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants and insuch name or names as such registered holder may designate, a certificate or certificates for the largest number of whole Common Shares so purchased upon the exercise of such Warrants. The Company shall not be required to issue any fraction of a share of Common Stock or make any cash or other adjustment except as provided in Section 12 herein, in respect of any fraction of a Common Share otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares as of the date of the surrender of such Warrants and payment of the Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; Price as aforesaid provided, however, that if, at the date of surrender of such Warrants and payment of such Warrant Price, the transfer books for the Common Shares or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall be opened and until such date the Company shall be under no duty to deliver any certificate for such shares; provided, further, however, that the transfer books aforesaid, unless otherwise required by law or by applicable rule of any national securities exchange, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Holder has delivered a notice of exercise to the Company shares specified therein at any time prior to the Expiration Date and any Regulatory Approvals with respect date of expiration of the Warrant, a new Warrant or Warrants will be issued to such registered holder for the remaining number of shares specified in the Warrant so surrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section during the Warrant exercise are pending as period, and the Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Expiration Date, the Expiration Date with respect to Company for such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalspurpose.

Exercise of Warrants. A Warrant (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon surrender delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate evidencing Certificate, (B) a written notice stating that such Holder elects to exercise the Warrant Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be exercised with the form of election to purchase on the reverse thereof duly completed issued and signed, and upon (C) payment to the Company of the Exercise PricePrice for such Warrants, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment which shall be payable by any one or any combination of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made following: (ai) by wire transfer of immediately available funds in U.S. Dollars or cash; (bii) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each ; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant not exercised prior Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of such time. Notwithstanding anything the date of exercise (if the Exercise Price were being paid in this Agreement cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the contraryquotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder hereby acknowledges or are acquired in connection with such exercise, and agrees that its without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant for Warrant Shares in accordance with clause (iii) is subject herein referred to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered as a notice of exercise to the Company prior to the Expiration Date "Cashless Exercise" and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the ------------------ an exercise of any a Warrant requires any Regulatory Approval it will promptly provide in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in ---------------- accordance with subsections (A), (B) and (C) are collectively referred to herein as the Holder all cooperation reasonably requested to obtain such Regulatory Approvals"Warrant Exercise Documentation." ------------------------------

Exercise of Warrants. A Warrant may be exercised upon surrender to the Company of the Warrant Certificate evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer This Warrant is exercisable in whole or in part at the Exercise Price per share of immediately available funds Common Stock payable hereunder, payable in U.S. Dollars cash or (b) by certified or official bank check check, or, if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") (or, if after the registration statement covering the Warrant Shares is declared effective, sales of the Warrant Shares may not be made thereunder for U.S. Dollars made payable any reason), by "cashless exercise," by means of tendering this Warrant to the order Company to receive a number of shares of Common Stock equal to the difference between the Market Value of the shares of Common Stock issuable upon exercise of this Warrant and the product of the number of shares issuable upon exercise and the Exercise Price, divided by the Market Value Per Share. For example, if Holder receives a warrant to purchase 1,500,000 shares of Common Stock at an Exercise Price of $1.00 and decides to use the "cashless exercise" method to exercise its option to purchase all 1,500,000 shares at a time when the Company's Common Stock has a Market Value Per Share of $10.00, Holder would receive 1,350,000 shares of Common Stock upon exercise. Each Upon surrender of this Warrant not exercised prior to with the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as annexed Notice of such time. Notwithstanding anything in this Agreement to Exercise Form duly executed, together with payment of the contraryExercise Price for the shares of Common Stock purchased, the Holder hereby acknowledges and agrees that its exercise shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. For the purposes of this Section 2, "Market Value" shall be an amount equal to the average closing bid price of a Warrant share of Common Stock for Warrant Shares is subject the ten (10) days preceding the Company's receipt of the Notice of Exercise Form duly executed multiplied by the number of shares of Common Stock to be issued upon surrender of this Warrant, and "Market Value Per Share" shall be an amount equal to the condition that average closing bid price of a share of Common Stock for the Holder will have first received any necessary Regulatory Approvals; provided, however, that in ten (10) days preceding the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as Company's receipt of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period duly executed Notice of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsExercise Form.

Exercise of Warrants. A Warrant 3.1. MANNER OF EXERCISE From and after the date hereof and until 5:00 p.m., New York City time, on the Expiration Date, a Holder may be exercised upon surrender exercise any of its Warrants, on any Business Day, for all or any part of the number of shares of Common Stock purchasable thereunder. In order to exercise a Warrant, in whole or in part, a Holder shall deliver to the Company at the Company's Principal Office, (1) a written notice of such Holder's election to exercise such Warrant, which notice shall include the number of shares of Common Stock to be purchased, (2) payment of the Warrant Certificate evidencing Price for the Warrant to account of the Company and (3) such Warrant. Such notice shall be exercised with substantially in the form of election the Election to purchase Purchase Form set forth on the reverse thereof side of the form of Warrant Certificate attached as Exhibit A hereto, duly completed and signedexecuted by such Holder or its agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, deliver or cause to be delivered to such Holder an executed certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon payment such exercise. The stock certificate or certificates so delivered shall be, to the Company extent possible, in such denomination or denominations as such Holder shall request in the notice and shall be registered in the name of such Holder or such other name as shall be designated in such notice. Each Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the Exercise Pricedate such notice, together with cash, or certified check or official bank check or wire transfer in lawful money of the United States of America for payment of the Warrant Price and such Warrant, is received by the Company as adjusted from described above and all taxes required to be paid by such Holder, if any, pursuant to Section 3.2 prior to the issuance of such shares have been paid. If any Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to time as provided hereinthe Holder a new Warrant evidencing the rights of such Holder to purchase the unpurchased shares of Common Stock called for by such Warrant, for each which new Warrant Share then purchasedshall in all other respects be identical with the Warrant exercised in part, or, at the request of such Holder, appropriate notation may be made on such exercised Warrant and the same returned to such holder. Notwithstanding any provision herein to the contrary, the Company shall not be required to register shares in the name of any Person who acquired a Warrant (or part thereof) or any Warrant Stock otherwise than in accordance with such Warrant and this Warrant Agreement. Payment of the aggregate Exercise Warrant Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer at the option of immediately available funds in U.S. Dollars or (b) the Holder by certified or official bank check for U.S. Dollars made payable or wire transfer or surrender of unexercised Warrant or any combination thereof, duly executed by such Holder or by such Holder's attorney duly authorized in writing. Warrants so surrendered shall have a value equal to the order current market price (as defined in Section 5.6) of the Company. Each shares of Warrant not Stock issuable upon exercise of such Warrant minus the Current Warrant Price of such Warrant; PROVIDED, HOWEVER, that if such exercise occurs in connection with, or within ten (10) business days of, an event described in paragraph (a) of Section 6.2, then each Warrant so surrendered shall have a value equal to the greater of (i) the current market price (as defined in Section 5.6) of the shares of Warrant Stock issuable upon exercise of such Warrant or (ii) the fair market value (determined in a manner consistent with Section 5.7) of the consideration that the Holder would have received in connection with such event with respect to the number of shares of Warrant Stock issuable upon exercise of such Warrant had such Warrant been exercised prior to the Expiration Date shall become void and all rights thereunder and all rights earlier of the record date or the effective date for such event, in respect thereof under this Agreement shall cease as either case reduced by the Current Warrant Price of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsWarrant.

Exercise of Warrants. A Warrant The warrants may be exercised upon by the Holder, in whole or in part (but not as to a fractional share of Common Stock), by surrender of this Warrant Certificate at the principle office of the Company at 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, XX X0X 0X0 (or such other office or agency of the Company as may be designated by notice in writing to the Company Holder at the address of such Holder appearing on the books of the Warrant Certificate evidencing the Warrant to be exercised Company), with the appropriate form attached duly exercised, at any time within the period beginning one day after the Holder's subscription for Units (each Unit consisting of election to purchase on one share of no par value Common Stock of the reverse thereof duly completed and signedCompany at $0.60 per share) was accepted by the Company, and upon expiring on that date which is exactly eighteen months and one day after the Holder's subscription for Units was accepted by the Company (the "Exercise Period") and by payment to the Company by certified check or bank draft of the Exercise Price, as adjusted from time to time as provided herein, purchase price for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approvalshares. The Company agrees that if the exercise shares of any Warrant requires any Regulatory Approval it will promptly provide Common Stock so purchased shall be and are deemed to be issued to the Holder all cooperation reasonably requested as the record owner of such shares of Common Stock as of the close of business on the date on which the Warrant Certificate shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased, together with any cash for fractional shares of Common Stock paid pursuant to obtain Section 2E, shall be delivered to the Holder promptly and in no event later than ten (10) days after the Warrants shall have been so exercised, and, unless the Warrants have expired, a new Warrant Certificate, if any, that shall not have been exercised shall also be delivered to the Holder within such Regulatory Approvalstime.

Exercise of Warrants. A Exercise of the purchase rights represented by this Warrant may be exercised upon surrender made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Warrant Certificate evidencing Company as it may designate by notice in writing to the Warrant to be exercised with registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto. Within the earlier of election to purchase on (i) three (3) Trading Days and (ii) the reverse thereof duly completed and signednumber of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of Holder shall deliver the aggregate Exercise Price for all Warrant Shares being purchased the shares specified in respect the applicable Notice of a Warrant shall be made (a) Exercise by wire transfer or cashier's check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of immediately available funds in U.S. Dollars Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or (bother type of guarantee or notarization) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as any Notice of such timeExercise form be required. Notwithstanding anything in this Agreement herein to the contrary, the Holder hereby acknowledges and agrees that its exercise of a shall not be required to physically surrender this Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event Company until the Holder has delivered a notice purchased all of exercise the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company prior for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as Company. Partial exercises of this Warrant resulting in purchases of a portion of the Expiration Date, total number of Warrant Shares available hereunder shall have the Expiration Date with respect effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approvalpurchases. The Company agrees that if shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the exercise provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any Warrant requires any Regulatory Approval it will promptly provide given time may be less than the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsamount stated on the face hereof.

Exercise of Warrants. A Warrant may be exercised upon surrender to the Company Command at the office of the Warrant Certificate Agent in Dallas, Texas of the certificate or certificates evidencing no fewer than the Warrant number of Warrants to be exercised exercised, together with the duly completed and signed form of election to purchase on the reverse thereof duly completed and signedthereof, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price, Warrant Price (as adjusted from time to time as provided herein, defined in and determined in accor- dance with the provisions of Section 10 and 11 hereof) for each the number of Warrant Share Shares in respect of which such Warrants are then purchasedexercised. Payment of the aggregate Exercise Warrant Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) in lawful, money of the United States of America, in cash, by wire transfer of immediately available funds in U.S. Dollars cashier's check, certified check or (b) by certified or official bank check for U.S. Dollars made draft payable to the order of the Company. Each Subject to Section 7 hereof, upon such surrender of Warrants and payment of the Warrant not exercised prior Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the Expiration Date shall become void written order of the Holder and all rights thereunder and all rights in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 12 hereof, in respect thereof under this Agreement of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall cease be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such time. Notwithstanding anything in this Agreement to Warrants and payment of the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory ApprovalsPrice; provided, however, that if, at the date of surrender of such Warrants and payment of such Warrant Price, the transfer books for the Warrant Shares or other class of stock purchasable upon the exercise of such Warrants shall be closed, the certificates for the Warrant Shares in respect of which such Warrants are then exercised shall be issuable as of the event date on which such books shall next be opened (whether before or after the Holder has delivered a notice of exercise to Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part and, if a certificate evidencing Warrants is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the Expiration Date or earlier redemption of such Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and any Regulatory Approvals the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificates pursuant to the provisions of this Section and of Section 3 hereof and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with respect to such exercise are pending as Warrant Certificates duly executed on behalf of the Expiration Date, the Expiration Date with respect to Company for such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalspurpose.

Exercise of Warrants. A Warrant At any time, the Collateral Manager may, subject to Section 10.2(d), direct the Trustee to apply Interest Proceeds (but not Principal Proceeds) to make any payments required in connection with a workout or restructuring of a Collateral Obligation or exercise an option, warrant, right of conversion or similar right in connection with a workout or restructuring of a Collateral Obligation; provided, that the Issuer will not exercise any warrant or other similar right received in connection with a workout or a restructuring of a Collateral Obligation that requires a payment that results in receipt of an Equity Security unless (i) the Collateral Manager (on the Issuer’s behalf) certifies to the Trustee that (x) exercising the warrant or other similar right is necessary for the Issuer to realize the value of the workout or restructuring and (y) any Equity Security received as a result will be sold prior to receipt by the Issuer or, if such sale or other disposition is prohibited by applicable law or an applicable contractual restriction in the related Underlying Documents, the Issuer (or the Collateral Manager on the Issuer’s behalf) will sell such Equity Security as soon as practicable after such sale or disposition is permitted by applicable law and not prohibited by such contractual restriction and (ii) the Collateral Manager has determined (based on advice from counsel) that such Equity Security has been “received in lieu of debt previously contracted” for purposes of the Xxxxxxx Rule or that such Equity Security is a “loan” (not a “security”) for purposes of the loan securitization exclusion under the Xxxxxxx Rule, in which case, such Equity Security may be exercised upon surrender received by the Issuer and the Collateral Manager will use commercially reasonable efforts to effect the Company sale of such Equity Security within three years after receipt; provided, further that, with respect to any such exercise, the Issuer shall only apply Interest Proceeds (including Contributions treated as Interest Proceeds) in excess of the Warrant Certificate evidencing the Warrant amount of Interest Proceeds required (x) to be exercised with the form of election to purchase pay interest due and payable on the reverse thereof duly completed Secured Notes on the next succeeding Payment Date and signed, and upon payment (y) to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of cure any Coverage Test failure continuing at such time. Notwithstanding anything For the avoidance of doubt, any sale or other disposition described in this Agreement clause (i) or (ii) above may be to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval ORCC or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsotherwise.

Exercise of Warrants. A Warrant All or any part of the Warrants may be exercised upon surrender to at any time during the Term by surrendering this Warrant Certificate, together with appropriate instructions, duly executed by the Warrantholder or by its duly authorized attorney, and, unless a Cashless Exercise is elected, paying the applicable Exercise Price at the office of the Company, 16125 SW 72nd Ave., Portland, Oregon 97224, or at such other office xx xxxxxx xx xxx Xxxxxxx xxx xxxxxxxxx. Xxe date on which such instructions are received by the Company shall be the date of exercise. If the Holder has elected a Cashless Exercise, such instructions shall so state. Upon receipt of notice of exercise, the Company shall immediately instruct its transfer agent to prepare certificates for the Securities to be received by the Warrantholder upon completion of the Warrant Certificate evidencing exercise. When such certificates are prepared, the Warrant Company shall notify the Warrantholder and deliver such certificates to be exercised with the form of election to purchase on Warrantholder or as per the reverse thereof duly completed and signed, and Warrantholder's instructions immediately upon payment to in full by the Company Warrantholder, in lawful money of the United States, of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (aif any) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to the Securities being purchased, if any. Certificates representing the Securities received upon exercise of Warrants shall bear such legends as may be required by the Act, the Rules and Regulations and any comparable provisions of State law. If fewer than all the Securities purchasable under the Warrants are purchased, the Company will, upon such partial exercise, execute and deliver to the Warrantholder a new Warrant Certificate (dated the date hereof), in form and tenor similar to this Warrant Certificate, evidencing that portion of the Warrants not exercised. The Securities to be obtained on exercise are pending of the Warrants will be deemed to have been issued, and any person exercising the Warrants will be deemed to have become a holder of record of those Securities, as of the Expiration Date, date of the Expiration Date with respect to such Warrants shall automatically be extended for a period payment of 30 days following final approval the Exercise Price or disapproval notice of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsCashless Exercise.

Exercise of Warrants. A (a) All or any part of the Warrant may be exercised upon surrender to during a four-year period commencing on the first anniversary of the Effective Date and ending at 5 p.m. Pacific Time on the fifth anniversary of the Effective Date by surrendering the Warrant Certificate, together with appropriate instructions, duly executed by the Warrantholder or by its duly authorized attorney, at the office of the Company, 0000 Xxxxxxxxx Xxxxxxx, NE, Albuquerque, New Mexico 87107, or at such other office or agency as the Company may designate. Upon receipt of notice of exercise, the Company shall immediately instruct its transfer agent to prepare certificates for the Securities to be received by the Warrantholder upon completion of the Warrant exercise. When such certificates are prepared, the Company shall notify the Warrantholder and deliver such certificates to the Warrantholder (or as otherwise designated by the Warrantholder's written instructions) immediately upon payment in full by the Warrantholder, in lawful money of the United States, of the Exercise Price payable with respect to the Securities being purchased. If the Warrantholder shall represent and warrant that all applicable registration and prospectus delivery requirements for their sale have been complied with upon sale of the Securities received upon exercise of the Warrant(s), such certificates shall not bear a legend with respect to the Act. If fewer than all the Securities purchasable under the Warrant(s) are purchased, the Company will, upon such partial exercise, execute and deliver to the Warrantholder a new Warrant Certificate evidencing (dated the date hereof), in form and tenor similar to the Warrant Certificate, evidencing that portion of the Warrant not exercised. The Securities to be exercised with obtained on exercise of the form of election Warrant(s) will be deemed to purchase on the reverse thereof duly completed and signedhave been issued, and upon any person exercising the Warrants will be deemed to have become a holder of record of those Securities as of the date of the payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvals.

Exercise of Warrants. A Warrant The Warrants may be exercised upon surrender prior to the Expiration Date (as hereinafter defined) at the Exercise Price at any time and from time to time subject to the limits on ownership of the Company stock set forth in the Company Charter and the provisions of this Section 2.4. The Warrants shall expire at 5:00 p.m., New York City time, on March 2, 2001 (the "Expiration Date"). The Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company of the Warrant Certificate evidencing the Warrant to be exercised at its address set forth in Section 4.5, together with the form of election Election to purchase on the reverse thereof Purchase duly completed and signedexecuted, and upon accompanied by payment in full, as set forth below, to the Company of the Exercise Price, as adjusted from time to time as provided herein, Price for each Warrant Share with respect to which such Warrants are being exercised. Such Exercise Price shall be paid in full by (i) cash or a certified check or a wire transfer in same day funds in an amount equal to the Exercise Price multiplied by the number of Warrant Shares then being purchased or (ii) delivery to the Company of that number of Common Shares having a Market Value equal to the Exercise Price multiplied by the number of Warrant Shares then being purchased. Payment In the alternative, the Holder of a Warrant Certificate may exercise its right to purchase some or all of the Warrant Shares subject to such Warrant Certificate, 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 Election to Purchase less that number of Common Shares having an aggregate Market Value on the Exercise Date equal to the aggregate Exercise Price that would otherwise have been paid by such Holder for all the number of Warrant Shares being purchased subscribed to pursuant to such Election to Purchase (a "Net Cashless Exercise"). Notwithstanding any other provision of this Agreement, no Warrant Shares shall be issued in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its any exercise of a Warrant for by any Holder to the extent that the ownership or right to acquire Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect pursuant to such exercise are pending as of the Expiration Date, the Expiration Date with respect to by such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvals.would:

Exercise of Warrants. A Warrant may (a) Subject to the conditions in Section 2(e) of the Existing Warrants, by executing this Agreement, the Company and the Holder hereby agree that the Holder shall be deemed to have exercised upon surrender the number of Existing Warrants set forth on the signature page hereto at, in accordance with Section 2(d) of the Existing Warrants, an exercise price per share of $1.94 (the “Exercise Price”), for aggregate cash proceeds to the Company in the amount set forth on the Holder’s signature page hereto, pursuant to the terms of the Warrant Certificate evidencing Existing Warrants. The Holder shall deliver the aggregate cash exercise price for such Existing Warrants to the bank account set forth on the Company’s signature page hereto within two Trading Days after the date hereof and the Company shall deliver the Warrant Shares to be exercised with the form Holder via the Depository Trust Company Deposit or Withdrawal at Custodian system pursuant to the terms of election the Existing Warrants, but pursuant to purchase DWAC instructions set forth on the reverse thereof duly completed and signed, and upon payment Holder’s signature page hereto. The date of the closing of the exercise of the Existing Warrants shall be referred to as the “Closing Date”. Notwithstanding anything to the Company of the Exercise Price, as adjusted from time to time as provided contrary contained herein, for each Warrant Share then purchased. Payment if the Holder has exercised all of its Existing Warrants on the aggregate Exercise Price for all Warrant Shares being purchased in respect Closing Date, the provisions of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or clauses (b) by certified or official bank check for U.S. Dollars made payable and (c) of this Section 2.1, and the last sentence of Section 2.2, shall not apply to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsHolder.

Exercise of Warrants. A Warrant Exercise of the purchase rights represented by the Warrants may be exercised upon made, in whole or in part in integral multiples of one whole Warrant, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by (1) surrender of this Warrant certificate to the Company (or such other office or agency of the Warrant Certificate evidencing Company in the Warrant City of New York as it may designate by notice in writing to be exercised with the form registered Holder at the address of election to purchase the Holder appearing on the reverse thereof duly completed books of the Company) and signed, and upon payment (2) delivery to the Company (or such other office or agency of the Company in the City of New York as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Priceform annexed hereto, as adjusted from time and within three (3) Trading Days (defined below) of the date said Notice of Exercise is delivered to time as provided hereinthe Company, for each Warrant Share then purchased. Payment the Company shall have received payment of the aggregate Exercise Price for all Warrant Shares being (defined below) of the shares thereby purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds or cashier’s check drawn on a United States bank or, if available, pursuant to Cashless Exercise as specified in U.S. Dollars or (bSection 1(c) by certified or official bank check below. On the Share Delivery Date set forth below, the Company shall issue a number of shares of Common Stock, for U.S. Dollars made payable each Warrant exercised, equal to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received or as set forth in Section 1(c) below, as applicable. No ink-original Notice of Exercise shall be required, nor shall any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice medallion guarantee (or other type of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval guarantee or disapproval notarization) of any such Regulatory ApprovalNotice of Exercise form be required. The Company agrees that if shall maintain records showing the number of shares of Common Stock purchased upon exercise of Warrants and the date of such purchases. The Company shall deliver any Warrant requires objection to any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain Notice of Exercise within one (1) business day of receipt of such Regulatory Approvalsnotice.

Exercise of Warrants. A Warrant During the Exercise Period, except as such may be exercised upon surrender to the Company of the Warrant Certificate evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, and upon payment to the Company of the Exercise Price, as adjusted suspended from time to time as provided hereinset forth in Section 4.3 hereof, each Holder may, subject to the terms of this Agreement, exercise from time to time some or all of the Warrants evidenced by its Warrant Certificate(s) by (i) surrendering to the Company at the principal office of the Warrant Agent such Warrant Certificate(s) with the form of notice attached thereto duly filled in and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule l7Ad-15 of the Exchange Act, and (ii) paying to the Warrant Agent for each the account of the Company the aggregate Exercise Price for the number of Warrant Share then purchasedShares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the Warrant Agent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars to the Warrant Agent for the account of the Company or (b) by certified or official bank check for U.S. Dollars made payable or checks to the order of the Company, or by any combination thereof or by such other form or method of payment acceptable to the Warrant Agent. All payments required to be made hereunder shall be made in lawful money of the United States of America. Upon the exercise of any Warrants in accordance with this Agreement, the Company shall cause the Warrant Agent, on the Company's behalf, to issue and deliver with all reasonable dispatch, to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants and shall take such other actions or cause the Warrant Agent to take such other actions at the Company's sole expense as are necessary to complete the exercise of the Warrants (including, without limitation, payment of any cash with respect to fractional interests required under Section 10 hereof). The certificate or certificates representing such Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date the Warrants are exercised hereunder. Each Warrant Share, when issued upon exercise of the Warrants, shall be duly authorized, validly issued, fully paid and non-assessable and will not exercised prior have been issued in violation of or subject to any preemptive rights. In the Expiration Date shall become void and event that less than all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contraryWarrants evidenced by a Warrant Certificate are exercised, the Holder thereof shall be entitled to receive a new Warrant Certificate or Certificates as specified by such Holder evidencing the remaining Warrant or Warrants, and the Warrant Agent is hereby acknowledges irrevocably authorized by the Company to countersign, issue and agrees that its deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to the provisions of this Section 4.2 and of Section 3 hereof. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. Upon delivery of the Warrant Shares issuable upon exercise of a Warrant for in accordance herewith and of any required new Warrant Shares is subject Certificates, the Company shall direct the Warrant Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be prominently marked as “CANCELLED” on the front and back of the Warrant Certificate by the Warrant Agent and maintained with all records, notices and other documents relating to the condition that exercise of the Holder will have first received any necessary Regulatory Approvals; providedWarrant, howeveror delivered to the Company, that in accordance with the event Company’s written instructions to the Holder has delivered a notice of exercise Warrant Agent. The Warrant Agent shall account promptly to the Company prior to the Expiration Date and any Regulatory Approvals with respect to Warrants exercised and concurrently pay to the Company all amounts received by the Warrant Agent upon exercise of such exercise are pending as Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory ApprovalHolders during normal business hours at its office. The Company agrees that if shall at its sole expense supply the exercise Warrant Agent from time to time with such numbers of any copies of this Agreement as the Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation Agent may reasonably requested to obtain such Regulatory Approvalsrequest.

Exercise of Warrants. A Warrant During the Exercise Period, except as such may be exercised upon surrender suspended from time to time as set forth in Section 4.3 hereof, each Holder may, subject to this Agreement, exercise from time to time some or all of the Warrants evidenced by its Warrant Certificate(s) by (i) surrendering to the Company at the principal office of the Warrant Certificate evidencing the Agent such Warrant to be exercised Certificate(s) with the form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc. (the "NASD"), and upon payment (ii) paying to the Company Warrant Agent for the account of the Company the aggregate Exercise Price, as adjusted from time Price for the number of Warrant Shares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to time as provided herein, for each the Warrant Share then purchasedAgent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) in cash by wire transfer of immediately available funds in U.S. Dollars to the Warrant Agent for the account of the Company or (b) by certified or official bank check for U.S. Dollars made payable or checks to the order of the Company. Each Warrant not exercised prior Company or by any combination thereof or by such other form or method of payment acceptable to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such timeWarrant Agent. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if Upon the exercise of any Warrants in accordance with this Agreement, the Company shall cause the Warrant requires any Regulatory Approval it will promptly provide Agent, on the Company's behalf, to issue and deliver with all reasonable dispatch, to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants and shall take such other actions or cause the Warrant Agent to take such other actions at the Company's sole expense as are necessary to complete the exercise of the Warrants (including, without limitation, payment of any cash with respect to fractional interests required under Section 10.1 hereof). The certificate or certificates representing such Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date the Warrants are exercised hereunder. Each Warrant Share, when issued upon exercise of the Warrants, shall be duly authorized, validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive rights. In the event that less than all cooperation of the Warrants evidenced by a Warrant Certificate are exercised, the Holder thereof shall be entitled to receive a new Warrant Certificate or Certificates as specified by such Holder evidencing the remaining Warrant or Warrants, and the Warrant Agent is hereby irrevocably authorized by the Company to countersign, issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to the provisions of this Section 4.2 hereof and of Section 3 hereof. The Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf to the Company for such purpose. Upon delivery of the Warrant Shares issuable upon exercise in accordance herewith and of any required new Warrant Certificates, the Company shall direct the Warrant Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner permitted by applicable laws and satisfactory to the Company in accordance with its written instructions to the Warrant Agent. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all amounts received by the Warrant Agent upon exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at its office. The Company shall at its sole expense supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may reasonably requested to obtain such Regulatory Approvalsrequest.

Exercise of Warrants. A 1.1 During any one-month period, specified by the Company in a Put Notice (The Exercise Period), delivered to the Warrant may be exercised upon surrender holder, and prior to 4:30 p.m. Eastern Standard Time on the Expiration Date, the Warrant holder shall, during such Exercise Period exercise the Outstanding Amount of this Warrant by delivering to the Company a Notice of Exercise duly executed and completed by Warrant holder, at the office of the Company, attention: Xx. Xxxxx Fayle, Secretary/Treasurer, together with payment in full in lawful money of the United States, of the portion of the Outstanding Amount of the Warrant Certificate evidencing the Warrant to be being exercised with the form by such Notice of election to purchase on the reverse thereof duly completed and signed, and upon Exercise. Such payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order account of Phoenix Resources Technologies, Inc. at Whatcom State Bank, Point Xxxxxxx Branch, 000 Xxxx Xxxxx, Xxxxx Xxxxxxx, WA 98281 Account No.: 0000000000 ABA Wire Code No: 000000000. Upon exercise, the Warrant holder shall receive the number of Shares equal to the Outstanding Amount being exercised divided by the applicable Exercise Price. Upon receipt of the aforesaid payment, the Company shall issue instructions to its transfer agent to issue such Shares to the Warrant holder within five (5) business days of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as 's receipt of such timepayment. Notwithstanding anything in this Agreement to Provided that the contraryentire Outstanding Amount during any Exercise Period is exercised, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that other restrictions contained in this Warrant or in the event Equity Line Agreement dated April 12, 2000 between the Holder has Company and the Warrant holder, the timing and number of Notices of Exercise delivered a notice of exercise by the Warrant holder to the Company prior to shall be at the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as discretion of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory ApprovalWarrant holder. The Company agrees may treat any Notice of Exercise received by it by facsimile after 4:30 p.m. Eastern Standard Time to be received on the next business day. Any Outstanding Amount that if is not exercised during the exercise relevant Exercise Period shall not be carried forward and may not be exercised at a later date without the prior written approval of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsCompany.

Exercise of Warrants. A During the Exercise Period, each Holder may, subject to this Agreement, exercise from time to time some or all of the Warrants evidenced by its Warrant may be exercised upon surrender Certificate(s) by (i) surrendering to the Company at the principal office of the Warrant Certificate evidencing the Agent such Warrant to be exercised Certificate(s) with the form of election to purchase on the reverse thereof duly completed filled in and signed, and upon payment which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered security exchange or the National Association of Securities Dealers, Inc. (the "NASD"), or, to the Company extent held in "street" name, Holder shall comply with applicable law, and (ii) paying to the Warrant Agent for the account of the Company the aggregate Exercise Price, as adjusted from time Price for the number of Warrant Shares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to time as provided herein, for each the Warrant Share then purchasedAgent and tender of payment of the aggregate Exercise Price is received by the Warrant Agent. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) in cash by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order Warrant Agent for the account of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if Upon the exercise of any Warrant requires any Regulatory Approval it will promptly provide Warrants in accordance with this Agreement, the Company shall issue and cause to be delivered promptly, to or upon the written order of the Holder and in the name of the Holder, a certificate or certificates for the number of full Warrant Shares issuable upon exercise of such Warrants, and shall take such other actions as are reasonably necessary to complete the exercise of such Warrants (including, without limitation, payment of any cash with respect to fractional interests required under Section 10 hereof). The Warrant Agent shall have no responsibility or liability for such issuance or the determination of the number of Warrant Shares issuable upon such exercise. The certificate or certificates representing such Warrant Shares shall have been issued and the Holder shall be deemed to have become a holder of record of such Warrant Shares as of the date such Warrants are exercised in accordance with the terms hereunder. Each Warrant Share, when issued upon exercise of the Warrants, shall be duly authorized, validly issued, fully paid and non-assessable and shall be delivered free and clear of all cooperation claims, liens, charges, security interests or encumbrances of any kind, including without limitation any preemptive or similar rights. In the event that less than all of the Warrants evidenced by a Warrant Certificate are exercised, the Holder thereof shall be entitled to receive a new Warrant Certificate or Certificates as specified by such Holder evidencing the remaining Warrants, and the Warrant Agent is hereby irrevocably authorized by the Company to countersign, issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrants pursuant to the provisions of this Section 4.2 hereof and of Section 3 hereof. The Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf to the Company for such purpose. Upon delivery of the Warrant Shares issuable upon exercise in accordance herewith and of any required new Warrant Certificates, the Company shall direct the Warrant Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner permitted by applicable law and satisfactory to the Company in accordance with its written instructions to the Warrant Agent. The Warrant Agent shall inform promptly the Company with respect to Warrants exercised and concurrently pay to the Company all amounts received by the Warrant Agent upon exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may reasonably requested to obtain such Regulatory Approvalsrequest.

Exercise of Warrants. A Exercise of the purchase rights represented by this Warrant may be exercised upon surrender made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Warrant Certificate evidencing Company as it may designate by notice in writing to the Warrant to be exercised with registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto. Within the earlier of election to purchase on (i) two (2) Trading Days and (ii) the reverse thereof duly completed and signednumber of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of Holder shall deliver the aggregate Exercise Price for all Warrant Shares being purchased the shares specified in respect the applicable Notice of a Warrant shall be made (a) Exercise by wire transfer drawn on a United States or Israeli bank. No ink-original Notice of immediately available funds in U.S. Dollars Exercise shall be required, nor shall any medallion guarantee (or (bother type of guarantee or notarization) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as any Notice of such timeExercise form be required. Notwithstanding anything in this Agreement herein to the contrary, the Holder hereby acknowledges and agrees that its exercise of a shall not be required to physically surrender this Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event Company until the Holder has delivered a notice purchased all of exercise the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company prior for cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as Company. Partial exercises of this Warrant resulting in purchases of a portion of the Expiration Date, total number of Warrant Shares available hereunder shall have the Expiration Date with respect effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approvalpurchases. The Company agrees that if shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the exercise provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any Warrant requires any Regulatory Approval it will promptly provide given time may be less than the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsamount stated on the face hereof.

Exercise of Warrants. A Exercise of the purchase rights represented by this Warrant may be exercised upon surrender made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Warrant Certificate evidencing Company as it may designate by notice in writing to the Warrant to be exercised with registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed e-mail attachment of the Notice of Exercise in the form annexed hereto (the “Notice of election to purchase on Exercise”). Within the reverse thereof duly completed earlier of (i) two (2) Trading Days and signed(ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 3(d)(i) herein) following the date of exercise as aforesaid, and upon payment to the Company of the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment of Holder shall deliver the aggregate Exercise Price to the Company for all the Warrant Shares being purchased specified in respect the applicable Notice of a Warrant shall be made (a) Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 3(c) below is specified in the applicable Notice of immediately available funds in U.S. Dollars Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or (bother type of guarantee or notarization) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as any Notice of such timeExercise be required. Notwithstanding anything in this Agreement herein to the contrary, the Holder hereby acknowledges and agrees that its exercise of a shall not be required to physically surrender this Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event Company until the Holder has delivered a notice purchased all of exercise the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company prior for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as Company. Partial exercises of this Warrant resulting in purchases of a portion of the Expiration Date, total number of Warrant Shares available hereunder shall have the Expiration Date with respect effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approvalpurchases. The Company agrees that if shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the exercise provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any Warrant requires any Regulatory Approval it will promptly provide given time may be less than the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsamount stated on the face hereof.

Exercise of Warrants. A Warrant may be exercised upon surrender On any Business Day prior to the Company Expiration Date, a Holder may exercise a Warrant (the date of the Warrant Certificate evidencing the Warrant any such exercise is referred to be exercised with herein as an “Exercise Date”), in whole or in part, by delivering to Coachmen a properly completed Exercise Form in the form of election to purchase on the reverse thereof duly completed Annex 1 and signed, and upon payment a check in an aggregate amount equal to the Company of product obtained by multiplying (a) the Exercise Price, as adjusted from time to time as provided herein, for each Warrant Share then purchased. Payment Price by (b) the number of the aggregate Exercise Price for all Warrant Shares being purchased (the “Aggregate Exercise Price”); provided, however, in respect the event any Holder exercises a Warrant in connection with or immediately prior to a sale by such Holder of Warrant Shares, in lieu of paying the Aggregate Exercise Price therefor, such Holder may elect to effect a cashless exercise of the Warrant by receiving that number of Warrant Shares which is equal to the number of shares for which the Warrant is being exercised less the number of shares having an aggregate Market Price equal to the Aggregate Exercise Price. For purposes of this Section 3.1, the Market Price referred to in the previous sentence shall be the actual per share price at which such Holder sold such Warrant Shares; provided that the sale was not to an affiliate and was otherwise arms-length. Any partial exercise of a Warrant shall be made for a whole number of Warrant Shares only. Each Exercise Form delivered to Coachmen shall set forth (ax) by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order Holder’s calculation of the Company. Each Warrant not exercised prior to Exercisable Amount on the Expiration Date shall become void date thereof and all rights thereunder and all rights in respect thereof under this Agreement shall cease as (y) the number of such time. Notwithstanding anything in this Agreement to the contrary, the Holder hereby acknowledges and agrees that its exercise of a Warrant for Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event for which the Holder has delivered a notice of elected to exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to such exercise are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsWarrant.

Exercise of Warrants. A Warrant may be exercised upon surrender to the Company of the Warrant Certificate evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, and upon payment to the Company of The Warrants initially are exercisable at the Exercise Price, as adjusted from time Price (subject to time adjustment as provided hereinin SECTION 6 hereof) per share of Common Stock, for each Warrant Share then purchased. Payment of the aggregate Exercise Price for all Warrant Shares being purchased in respect of a Warrant shall be made (a) by wire transfer of immediately available funds in U.S. Dollars or (b) payable by certified or official bank cashier's check for U.S. Dollars made payable to the order of the Company. Each Warrant not exercised prior : PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of such time. Notwithstanding anything in this Agreement the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the contraryHolder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last 10 trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last 10 trading days before such date or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last 20 trading days before such date. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 3811 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000), xhe Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also referred to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder hereby acknowledges shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock from the date on which the Warrant was surrendered and agrees that its exercise payment of the Exercise Price was made irrespective of the date of delivery of such shares, except that, if the date of such surrender and payment is a Warrant for Warrant Shares is subject to date on which the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice stock transfer books of exercise to the Company prior are closed, such person shall be deemed to have become the Expiration Date and any Regulatory Approvals with respect to holder of such exercise shares at the close of business on the next succeeding date on which the stock transfer books are pending as of the Expiration Date, the Expiration Date with respect to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory Approvalsopen.

Exercise of Warrants. A Warrant (a) Each of the Warrants may be exercised at any time or from time to time on or after the Closing Date until the tenth (10th) anniversary of the Closing Date, on any day that is a Business Day, for all or any part of the number of Issuable Warrant Shares purchasable upon surrender its exercise. In order to exercise its Warrant, in whole or in part, the Holder will deliver to the Company at the address designated by the Company pursuant to Section ------- 6.06, (i) a written notice of such Holder's election to exercise its ---- Warrant, which notice will specify the number of Issuable Warrant Certificate evidencing the Warrant Shares to be exercised with the form of election purchased pursuant to purchase on the reverse thereof duly completed and signedsuch exercise, and upon (ii) payment to the Company of the Exercise Price, in an amount equal to the aggregate purchase price for all Issuable Warrant Shares to be purchased pursuant to such exercise, and (iii) the Warrant. Such notice will be substantially in the form of the Subscription Form appearing at the end of the Warrants. Upon receipt of such notice, the Company will, as adjusted from time promptly as practicable, and in any event within ten (10) business days, execute, or cause to time be executed, and deliver to such Holder a certificate or certificates representing the aggregate number of full shares of Common Stock and Other Securities issuable upon such exercise, as provided hereinin this Agreement. The stock certificate or certificates so delivered will be in such denominations as may be specified in such notice and will be registered in the name of such Holder, or, subject to compliance with transfer and Preferred Stock and Warrant Purchase Agreement - Page 13 ---------------------------------------------- registration requirements under applicable Federal and state securities laws, such other name as designated in such notice. A Warrant will be deemed to have been exercised, such certificate or certificates will be deemed to have been issued, and such Holder or any other Person so designated or named in such notice will be deemed to have become a holder of record of such shares for each Warrant Share then purchased. Payment all purposes, as of the aggregate date that such notice, together with payment of the Exercise Price for all and the Warrant Shares being purchased in respect of a Warrant shall be made (a) is received by wire transfer of immediately available funds in U.S. Dollars or (b) by certified or official bank check for U.S. Dollars made payable to the order of the Company. Each If the Warrant not has been exercised prior to in part, the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as Company will, at the time of delivery of such time. Notwithstanding anything in this Agreement certificate of certificates, deliver to such Holder a new Warrant evidencing the contrary, rights of such Holder to purchase the Holder hereby acknowledges and agrees that its exercise number of a Warrant for Issuable Warrant Shares is subject to the condition that the Holder will have first received any necessary Regulatory Approvals; provided, however, that in the event the Holder has delivered a notice of exercise to the Company prior to the Expiration Date and any Regulatory Approvals with respect to which the Warrant has not been exercised, which new Warrant will, in all other respects, be identical with the Warrants, or, at the request of such exercise are pending as of Holder, appropriate notation may be made on the Expiration Date, original Warrant and the Expiration Date with respect original Warrant returned to such Warrants shall automatically be extended for a period of 30 days following final approval or disapproval of any such Regulatory Approval. The Company agrees that if the exercise of any Warrant requires any Regulatory Approval it will promptly provide the Holder all cooperation reasonably requested to obtain such Regulatory ApprovalsHolder.