Common use of Exercise of Warrants Clause in Contracts

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants Exercise of the purchase rights for Warrant Shares represented by this Warrant may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrantsmade, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant 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 will within five (5) days thereafter, at its expense (including the payment by or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of any applicable issue or transfer taxes), cause to be issued the Holder appearing on the books of the Company) of a duly executed Notice of Exercise in the name form annexed hereto as Exhibit A (which may be delivered in a .PDF format via electronic mail pursuant to the notice provisions set forth in the Purchase Agreement). Within two (2) Trading Days of and the date said Notice of Exercise is delivered to the Company (or within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company if the Notice of Exercise is received after 12 p.m. EST on such day), the Company shall have received payment of the aggregate Exercise Price of the Warrant holder Shares thereby purchased by wire transfer or cashier’s check drawn on a certificate United States bank, unless such exercise is made pursuant to the 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 certificates 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 original of such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of 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 for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the 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 fully paid Warrant Shares purchased and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercisesuch purchases, and the Company shall be entitled to conclusively assume that its records of the number of Warrant Shares purchased and the date of such purchases are accurate, absent actual notice to the contrary. Certificates for shares The Company shall deliver any objection to any Notice of Common Stock issuable Exercise within two (2) Business 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 or Warrants shall Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, stated on the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedface hereof.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants Exercise of the purchase rights represented by this Warrant may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrantsmade, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant 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 will within five (5) days thereafter, at its expense (including the payment by or such other office or agency of the Company 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 (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (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, the Holder shall deliver the aggregate Exercise Price to the Company for the Warrant Shares specified in the applicable Notice of 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 Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any applicable issue or transfer taxes)Notice of Exercise be required. Notwithstanding anything herein to the contrary, cause the Holder shall not be required to be issued physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the name Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of and the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant holder resulting in purchases of a certificate or certificates for portion of the total number of Warrant Shares available hereunder shall have the 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 fully paid Warrant Shares purchased and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercisesuch purchases. Certificates for shares The Company shall deliver any objection to any Notice of Common Stock issuable 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 or Warrants shall Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount stated on the face hereof. Without limiting the rights of all shares of Common Stock issuable upon exercise of all Warrants held by such persona Holder to receive Warrant 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 the Company shall issue be required to net cash settle a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedexercise.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, (a) The Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant 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 will within five (5) days thereafter, at its expense address set forth in Section 10 of this Warrant Certificate with the Election To Exercise, attached hereto as Exhibit A, duly completed and executed, and (including ii) payment of the payment by the Company of any applicable issue or transfer taxes)Exercise Price, cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid 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 non-assessable subject to Section 1(d), delivery to the Company of certificate(s) representing a number of shares of Common Preferred Stock having an aggregate Preferred Value equal to which such holder is entitled upon exercise the aggregate Exercise Price for the number of Warrants being exercised. If the aggregate Preferred Value of the Warrant. In Preferred Stock delivered in payment of the aggregate Exercise Price exceeds (because of fractional shares) the aggregate Exercise Price for the number of Warrants being exercised; then (subject to Section 1(d)) the Company will promptly pay to the holder of the Warrants in cash such excess amount; provided that such excess amount shall in no event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by more than the Current Preferred Value of one full share of Common Stock on Preferred Stock. If the date holder of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the this Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding Certificate at any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to time exercises less than all the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personWarrants, the Company shall issue to such a new holder a warrant certificate identical in form to this Warrant Certificate, but evidencing a number of Warrants equal to the number of Warrants originally represented by this Warrant Certificate less the number of Warrants previously exercised. Likewise, upon the presentation and surrender of this Warrant Certificate to the Company 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 holder of the in substitution for this Warrant so exercised covering the Certificate one or more warrant certificates in identical form and for an aggregate number of shares Warrants equal to the number of Common Stock as to which Warrants remain unexercisedevidenced by this Warrant Certificate.

Exercise of Warrants. At any time before June 25a. Exercise of this Warrant shall be made upon delivery to the Company pursuant to Section 10, 2007 at 5:00 p.m.of (i) this Warrant; (ii) a duly completed and executed election notice, Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B (the “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by a certified or official bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by the number of Warrant Shares specified in the amount required for purchase Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of the shares Exercise,” as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5defined herein) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and cause to be delivered to the Warrant holder Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate or certificates for the number Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedassessable.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, The Warrants evidenced by this Warrant Certificate may be exercised as in whole or in part upon surrender to all or any portion the Company, at its Office, of this Warrant Certificate, with the Purchase Form attached hereto duly completed and signed, and upon payment to the Company of the whole Exercise Price for the number of shares Warrant Shares in respect of Common Stock covered by the which such Warrants by the holder thereof by surrender are then exercised. Payment of the Warrants, accompanied aggregate Exercise Price shall be at the option of the Holder in cash or by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a bank check payable to the order of the Company in or a combination thereof. Subject to Section 3 hereof, upon the amount required for purchase surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the shares Exercise Price as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in partaforesaid, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), shall cause to be issued in the name of and delivered with all reasonable dispatch to or upon the Warrant holder written order of the Holder and in such name or names as the Holder may designate a certificate or certificates certificate(s) for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise Warrant Shares so purchased, together, at the option of the WarrantCompany as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. In the event such holder is entitled to a fractional share, in lieu thereof such holder Such certificate(s) shall be paid a cash amount equal deemed to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective have been issued as of the date of the surrendering surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant for exerciseCertificate shall be exercisable, notwithstanding any delays in at the actual execution, issuance or delivery election of the certificates for Holder, either in full at any time or from time to time in part prior to the shares so purchasedExpiration Date. In the event a that the Holder of this Warrant or Certificate shall exercise fewer than all the Warrants is exercised as evidenced hereby at any time prior to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personExpiration Date, the Company shall issue a new Warrant to Certificate evidencing the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedremaining unexercised Warrant(s) shall be issued.

Exercise of Warrants. At (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia or from time to time, Warrants may be exercised as on or after the date hereof and prior to all or any portion the Expiration Date upon delivery to the Company at the principal executive office of the whole Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the 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 covered by the Warrants by the holder thereof by surrender to be issued and (C) payment of the Exercise Price for such Warrants, accompanied which shall be payable by a subscription for shares to be purchased in any one or any combination of the form attached hereto as Exhibit B and by a following: (i) cash; (ii) certified or official bank check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five Company; (5iii) days thereafter, at its expense (including the payment by the Company surrender (which surrender shall be evidenced by cancellation of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than (represented by one or more relevant Warrant Certificates), and without the aggregate amount payment of all shares of Common Stock issuable upon exercise of all Warrants held by such personthe Exercise Price in cash, in return for the Company shall issue a new Warrant delivery to the holder surrendering Holder of the Warrant so exercised covering the aggregate 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 the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient 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 Warrants remain unexercisedimmediately 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 or are acquired in connection with such exercise, and 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 in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant 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 "Warrant Exercise Documentation."

Exercise of Warrants. At (a) Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as the Termination Date by delivery to all or any portion the Company of the whole number Notice of shares of Common Stock covered by the Warrants by the holder thereof by Exercise Form, surrender of this Warrant and payment of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order aggregate Exercise Price (or such other office or agency of the Company as it may designate by notice in writing to the amount required for purchase registered Holder at the address of such Holder appearing on the books of the Company). Certificates for shares as to which the Warrant is being exercised, purchased hereunder shall be delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will Holder within five (5) days thereafter, at its expense (including Trading Days from the payment by delivery to the Company of the Notice of Exercise Form, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any applicable issue or transfer taxes), cause other person so designated to be issued in named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the name of and delivered date the Warrant has been exercised by payment to the Warrant holder Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid in full. If the Company fails to deliver to the Holder a certificate or certificates for representing the number Warrant Shares or indicating the issuance of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise Warrant Shares on the stock ledger of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied Company maintained by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable Company or its transfer agent pursuant to this Section 3(a) by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of Share Delivery Date, then the date of Holder will have the surrendering of the Warrant for right to rescind such exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants A Warrant may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by upon surrender of the Warrantscertificate or certificates evidencing the Warrants to be exercised, accompanied together with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by bank or trust company or a check payable to the order broker or dealer which is a member of the Company in the amount required for purchase National Association of the shares as to which the Warrant is being exercisedSecurities Dealers, delivered Inc., to the Company at its principal office at Commonwealth Biotechnologies(or if appointed, Inc.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, 000 Xxxx Xxxxx Xxxxxxto the Warrant Agent for the account of the Company), Xxxxxxxxfor the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Warrant Price (defined in Section 9 herein) shall be made in cash or by certified or bank cashier's check. Subject to Section 6 hereof, Xxxxxxxx 00000, Attention: Chairman. Upon upon the exercise surrender of a the Warrant in whole or in partand payment of the Warrant Price as aforesaid, the Company will within five (5or if appointed, the Warrant Agent) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), shall cause to be issued in the name of and delivered with all reasonable dispatch to or upon the Warrant holder written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled full Warrant Shares so purchased upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the 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 Warrants certificates shall be dated deemed to have been issued and any person so designated to be named therein shall be effective deemed to have become a holder of record of such Warrant Shares as of the date of the surrendering surrender of such Warrants and payment of the Warrant for exercisePrice, notwithstanding any delays as aforesaid. The rights of purchase represented by the Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part and, in the actual execution, issuance or delivery of event that a certificate evidencing the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to in respect of less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant Shares purchasable on such exercise at any time prior to the date of expiration of the Warrant, a new certificate evidencing the unexercised portion of the Warrant will be issued, and the Warrant Agent (if so exercised covering appointed) is hereby irrevocably authorized to countersign and to deliver the aggregate number required new Warrant certificate or certificates pursuant to the provisions of shares this Section and Section 3 hereof, and the Company, whenever required by the Warrant Agent (if appointed), will supply the Warrant Agent with Warrant certificates duly executed on behalf of Common Stock as to which Warrants remain unexercisedthe Company for such purpose.

Exercise of Warrants. At any time before June 25(a) During the Exercise Period, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants except as such may be exercised suspended from time to time as set forth in Section 4.3, each Holder may exercise from time to time some or all or any portion of the whole number of shares of Common Stock covered Warrants evidenced by its Warrant Certificate(s) by: (i) surrendering to the Warrants by Company at the holder thereof by surrender principal office of the Warrants, accompanied by a subscription for shares to be purchased Warrant Agent such Warrant Certificate(s) with written notice (in the form attached hereto to this Agreement) duly completed 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 17Ad-15 of the Securities Exchange Act of 1934, as Exhibit B amended, and (ii) paying to the Warrant Agent for the account of the Company the aggregate Exercise 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 the Warrant Agent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made (1) by a wire transfer of immediately available funds to the Warrant Agent for the account of the Company, (2) by certified or official bank check or checks payable to the order of the Company (any such payments under subsections (1) or (2) shall be made in the amount required for purchase lawful money of the shares United States of America), or (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest 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 which such Holder shall be calculated as follows: X = Y(A-B) A Where: X = Y = A = B = the number of Warrant Shares to be issued to such Holder upon exercise (subject to Section 9); the total number of Warrant Shares purchasable pursuant to the Warrant being exercised (or, if such Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or exercised only in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares Warrant Shares for which it is being exercised); the Trading Price of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective determined as of the date of exercise; and the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedthen-current Exercise Price.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants Exercise of the purchase rights represented by this Warrant may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrantsmade, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant 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 will within five (5) days thereafter, at its expense (including the payment by or such other office or agency of the Company 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 (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (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, the Holder shall deliver the aggregate Exercise Price to the Company for the Warrant Shares specified in the applicable Notice of 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 Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any applicable issue or transfer taxes)Notice of Exercise be required. Notwithstanding anything herein to the contrary, cause the Holder shall not be required to be issued physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the name Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of and the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant holder resulting in purchases of a certificate or certificates for portion of the total number of Warrant Shares available hereunder shall have the 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 fully paid Warrant Shares purchased and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercisesuch purchases. Certificates for shares The Company shall deliver any objection to any Notice of Common Stock issuable 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 or Warrants shall Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount stated on the face hereof. Without limiting the rights of all shares of Common Stock issuable upon exercise of all Warrants held by such persona Holder to receive Warrant 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 the Company shall issue be required to net cash settle a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedexercise.

Exercise of Warrants. At any time before June 25, 2007 and from time to time after the date hereof and expiring on the fifth anniversary of the effective date of this Agreement at 5:00 p.m., Richmond, Virginia timeCentral Standard Time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B to each Warrant Certificate and by a check payable payment to the order of Company as set forth in the Company Warrant Certificate in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx Xxxxxx, XxxxxxxxSuite 1704, Xxxxxxxx 00000Oklahoma City, Oklahoma 73102, Attention: ChairmanPresident. Upon the exercise of a Warrant Warrant, in whole or in part, the Company will will, within five ten (510) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof thereof, such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value (as hereafter defined) of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised exercised, as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, The Warrants may be exercised as to all by the Warrant holder in whole, or any portion in part, by surrender of the whole number Warrant Certificate at the office of the Company (or such other office or agency of the Company as may be designated by notice in writing to the Warrant holder at the address of such Warrant holder appearing on the books of the Company) with the subscription form attached hereto duly completed, at any time within the period beginning on the date hereof and expiring at 5:00 p.m. Houston, Texas time, on December 16, 2007 (the "Exercise Period") and by payment to the Company by certified check or bank draft of the Exercise Price for such shares. The Company agrees that the shares of Common Stock covered by so purchased shall be and are deemed to be issued to the Warrants by Warrant holder as the holder thereof by surrender record owner of such shares of Common Stock as of the Warrants, accompanied by a subscription for shares to be purchased in close of business on the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to date on which the Warrant is being exercisedCertificate shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased, delivered together with any cash for fractional shares of Common Stock paid pursuant to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxesSection 4(f), cause to shall be issued in the name of and delivered to the Warrant holder promptly, and, unless the Warrants have expired, a certificate or certificates for new Warrant Certificate representing the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of Warrants represented by the Warrant. In the event such holder is entitled to a fractional sharesurrendered Warrant Certificate, in lieu thereof such holder if any, that shall not have been exercised also shall be paid a cash amount equal delivered to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by holder within such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedtime.

Exercise of Warrants. At any time before June 25(a) During the Exercise Period, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants except as such may be exercised suspended from time to time as set forth in Section 4.3, each Holder may exercise from time to time some or all or any portion of the whole number of shares of Common Stock covered Warrants evidenced by its Warrant Certificate(s) by: (i) surrendering to the Warrants by Company at the holder thereof by surrender principal office of the Warrants, accompanied by a subscription for shares to be purchased Warrant Agent such Warrant Certificate(s) with written notice (in the form attached hereto to this Agreement) duly completed 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 17Ad-15 of the Securities Exchange Act of 1934, as Exhibit B amended, and (ii) paying to the Warrant Agent for the account of the Company the aggregate Exercise 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 the Warrant Agent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made (1) by a wire transfer of immediately available funds to the Warrant Agent for the account of the Company, (2) by certified or official bank check or checks payable to the order of the Company (any such payments under subsections (1) or (2) shall be made in the amount required for purchase lawful money of the shares United States of America), or (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest 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 which such Holder shall be calculated as follows: X = Y(A-B) 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, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or exercised only in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to Warrant Shares for which such holder it is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.being exercised);

Exercise of Warrants. At any time before June 25and from time to time on and after ____________, 2007 1998 and expiring on __________, 2002 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, A. The Warrants may be exercised by the Holder, in whole or in part (but not as to all or any portion a fractional share of Common Stock), by surrender of this Warrant Certificate at the principal office of the whole number Company at 42 Broadway, Suite 1100-26, New Yoxx, XX 00000 (xx xxxx xxxxx xxxxxx xx xxxxxx xx the Company as may be designated by notice in writing to the Holder at the address of such Holder appearing on the books of the Company), with the appropriate form attached hereto duly exercised, at any time within the period beginning on the date described in Section1B hereof and expiring at 5:00PM on the "Expiration Date" (defined below) (the "Exercise Period") and by payment to the Company by certified check or bank draft of the purchase price for such shares. The Company agrees that the shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to so purchased shall be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause are deemed to be issued in the name of and delivered to the Warrant holder a certificate or certificates for Holder as the number record owner of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of 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 which Section 2E, shall be delivered to the Holder promptly and in no event later than ten (10) days after the Warrants remain unexercisedshall 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 time.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable Subject to the order provisions of this Agreement, each registered holder of Warrants shall have the right to purchase from the Company, and the Company in the amount required for purchase of the shares as shall issue and sell to which the Warrant is being exercisedsuch registered holder, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable nonassessable shares of Common Stock to which such holder is entitled upon exercise of the WarrantCompany specified in the Warrants, upon surrender to the Company at the office of the Warrant Agent of such Warrants, with the form of election to purchase the Warrants filled out and signed, and upon payment to the Company of the Warrant Price, as specified herein. Any Warrant may be exercised in whole or in part. In the event such holder is entitled of exercise in part, the Warrant Agent shall issue and deliver to a fractional share, in lieu thereof such holder the Warrant Holder another Warrant of like tenor representing the unexercised number of shares. Payment for the shares upon exercise of Warrants shall be paid in cash or by certified check to the order of the Company. Warrants may be exercised for a cash amount equal period of three years beginning at the Closing of the Offering, provided that the transaction is registered under the Securities Act of 1933 or is exempt from such registration. Warrant Agent shall submit each request to exercise by Warrant Holders to the Company to determine whether there is an applicable registration or exemption from such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates registration for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants warrant. No adjustment shall be dated and shall be effective as of the date of the surrendering of the Warrant made for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of dividends on any Common Stock issuable upon exercise of all any Warrant. Subject to Section 5, hereof, upon surrender of Warrants held by such personand payment of the Warrant Price, the Company shall issue a new Warrant and cause to be delivered with all reasonable dispatch to, or upon the written order of the registered holder of Warrants exercised, and in such name or names as the holder shall designate, a certificate or certificates representing the shares so purchased, together with cash, as provided in Section 11, hereof, in respect of any fraction of a share of Common Stock otherwise issuable upon 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 surrender of the Warrants, and the payment of the Warrant so exercised covering Price; provided, however, that if, at the aggregate number date of shares 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 respect of which such Warrants are then exercised shall be issuable as of the date 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 Company shall have no obligation or duty to which deliver any certificate for such 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 not be closed at any one time for a period in excess of 20 days. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants remain unexercisedduly executed on behalf of the Company for such purpose. The Company shall pay all taxes and other governmental charges (other than income tax) that 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 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 stock certificate until such tax or other charge has been paid or it has been established to the Company’s satisfaction that no tax or charge is due.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants (a) Payment of such Exercise Price may be exercised as made at the Holder’s election (i) by certified or official bank check, (ii) in the event that the Holder holds Common Shares of the Company and such Common Shares are listed on a domestic stock exchange or quoted in the domestic over-the-counter market, by transferring to all or any the Company an amount of such Common Shares which, when multiplied by the current market price of the Common Shares at the time of exercise of such Warrant, equals the aggregate amount of the consideration payable upon such exercise, (iii) by surrendering to the Company the right to receive a portion of the whole number of shares Shares with respect to which such Warrant is then being exercised equal to the product obtained by multiplying such number of Shares by a fraction, the numerator of which is the Exercise Price in effect on the date of such exercise and the denominator of which is the current market price of the Common Stock covered Shares in effect on such date, or (iv) by a combination of the foregoing methods of payment selected by the Warrants by Holder. In any case where the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check consideration payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant upon such exercise is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant paid in whole or in partpart pursuant to the provisions of clause (ii) or clause (iii) of the preceding sentence, such exercise shall be accompanied by written notice from the Holder specifying the manner of payment thereof, and in the case of clause (ii), stating the amount of Common Shares of the Company to be applied to such payment, and in the case of clause (iii), containing a calculation showing the number of Shares with respect to which rights are being surrendered thereunder and the net number of Shares to be issued after giving effect to such surrender. No adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable shall issue or transfer taxes), and cause to be issued delivered with all reasonable dispatch to or upon the written order of the Holder of such Warrants and in the such name of and delivered to the Warrant holder or names as such Holder may designate, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled full Shares so purchased upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant such Warrants, together with cash, as provided in Section 11 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or Warrants certificates shall be dated deemed to have been issued and any person so designated to be named therein shall be effective deemed to have become a holder of record of such Shares as of the date of the surrendering surrender of Warrants and payment of the Warrant Exercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants and payment of such Exercise Price, the transfer books for exercisethe Common Shares or other class of securities issuable upon the exercise of such Warrants shall be closed, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchasedShares 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. In 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, in the event that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Warrant or Warrants is exercised as to less than will be issued for the aggregate amount remaining number of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of Shares specified in the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedsurrendered.

Exercise of Warrants. At any time before June 25, 2007 and from time to time on and after the first anniversary of the date hereof and expiring on the fifth anniversary of the effective date of this Agreement at 5:00 p.m., Richmond, Virginia timeCentral Standard Time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies0000 Xxxxxxxxx Xxx, Inc., 000 Xxxx Xxxxx XxxxxxXxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: ChairmanPresident. Warrants may also be exercised from time to time, without any payment required for the purchase of the shares as to which the Warrant is being exercised, as to all or any portion of the number of shares of Common Stock covered by the Warrant(s) by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares, pursuant to which the holder thereof will be entitled to receive upon such surrender of the Warrant(s) (and without any further payment) that number of shares of Common Stock equal to the product of the number of shares of Common Stock obtainable upon exercise of the Warrant(s) (or the portion thereof as to which the exercise relates ) multiplied by a fraction: (i) the numerator of which shall be the difference between the then Current Value (as hereinafter defined) of one full share of Common Stock on the date of exercise and the Exercise Price, and (ii) the denominator of which shall be the Current Value of one full share of Common Stock on the date of exercise. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised exercised, as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, (a) The Warrants may be exercised as to all at any time on or any portion after the Closing Date until the tenth (10th) anniversary of the whole Closing Date on any day that is a Business Day, for all of the number of Issuable Warrant Shares purchasable upon its exercise. In order to exercise its Warrant, the Holder will deliver to the Seller at the address designated by the Seller pursuant to Section 8.05, (i) a written notice of such Holder's election to exercise its Warrant, (ii) payment of the Exercise Price, in an amount equal to the aggregate purchase price for all Issuable Warrant Shares, 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 Seller will, as promptly as practicable, and in any event within ten (10) business days, execute, or cause to be executed, and deliver to such Holder a certificate or certificates representing the aggregate number of full shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrantsand Other Securities issuable upon such exercise, accompanied by a subscription for shares to as provided in this Agreement. The stock certificate or certificates so delivered will be purchased in the form attached hereto such denominations as Exhibit B may be specified in such notice and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued registered in the name of such Holder, or, subject to compliance with transfer and delivered registration requirements under applicable federal and state securities laws, such other name as designated in such notice. A Warrant will be deemed to the Warrant holder a 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 the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional shareall purposes, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date that such notice, together with payment of the surrendering of Exercise Price and the Warrant for exercise, notwithstanding any delays in is received by the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedSeller.

Exercise of Warrants. At any time before and from time to time on and after June 25, 2007 1998 and expiring on June 25, 2002 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At any time before June 25(a) During the Exercise Period, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants except as such may be exercised suspended from time to time as set forth in Section 4.3, each Holder may exercise from time to time some or all or any portion of the whole number of shares of Common Stock covered Warrants evidenced by its Warrant Certificate(s) by: (i) surrendering to the Warrants by Company at the holder thereof by surrender principal office of the Warrants, accompanied by a subscription for shares to be purchased Warrant Agent such Warrant Certificate(s) with written notice (in the form attached hereto to this Agreement) duly completed 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 17Ad-15 of the Securities Exchange Act of 1934, as Exhibit B amended, and (ii) paying to the Warrant Agent for the account of the Company the aggregate Exercise 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 the Warrant Agent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made (1) by a wire transfer of immediately available funds to the Warrant Agent for the account of the Company, (2) by certified or official bank check or checks payable to the order of the Company (any such payments under subsections (1) or (2) shall be made in the amount required for purchase lawful money of the shares United States of America), or (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest 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 which such Holder shall be calculated as follows: 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, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or exercised only in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares Warrant Shares for which it is being exercised); A = the Trading Price of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective determined as of the date of exercise; and B = the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedthen-current Exercise Price.

Exercise of Warrants. At Subject to the terms of this Agreement, the Warrant holder shall have the right, at any time before June 25and from time to time after December 31, 2007 at 2000 until 5:00 p.m., RichmondPacific Time, Virginia timeon September 17, Warrants 2009, to purchase from the Company up to the number of fully paid and nonassessable shares of Warrant Securities to which the Warrant holder may at the time be exercised as entitled to all or any portion purchase pursuant to this Agreement and the Warrant, upon presentation and surrender of the whole 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 covered by being purchased. At the Warrants by the holder thereof by surrender option of Holder, payment of the Warrants, accompanied Exercise Price may be made either by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a (i) personal or business check payable to the order of the Company in the amount required for purchase Company, (ii) surrender of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the then held representing that number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, has an aggregate Fair Value determined in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock accordance with this Agreement on the date of exercise. Certificates exercise equal to the aggregate Exercise Price for all shares of Common Stock issuable to be purchased pursuant to the Warrant, (iii) by reason 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 Warrant, or Warrants (iv) by any combination of the foregoing methods. The Holder of Common Stock issued in exchange for a promissory note as contemplated in clause (iii) above shall have no voting rights, 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 dated and 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 effective as 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 date of the surrendering Company's receipt of the Warrant for exercise(or a copy thereof), notwithstanding any delays in the actual executioncompleted and signed Exercise Form and the requisite payment (if any), issuance the Company shall issue and deliver (or delivery cause to be delivered) to the exercising Holder stock certificates aggregating the number of the certificates for the shares so 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 Warrant court of competent jurisdiction or Warrants a governmental agency or an Exchange or other market on which the Company's securities are listed or traded (provided such order is exercised as to less than not a result of action or inaction of the aggregate amount Company), simultaneously with the late delivery of all shares of Common Stock issuable upon exercise of all Warrants held by such personcertificate, the Company shall issue a new Warrant pay to the holder Holder an amount equal to 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 Warrant so exercised covering Exercise Form, multiplied by (y) the aggregate number of shares of Common Stock Warrant Securities purchased as to set forth in the Exercise Form (the "Delay Damages"). In the event the Company restricts or delays the transfer or clearance of such certificates by the Holder (whether by stop transfer order, unreasonable delay or otherwise), unless such action is based on an order of a court of competent jurisdiction or a governmental agency or an Exchange or other market on which Warrants remain unexercised.the Company's securities are listed or traded (provided such order is not a result of action or inaction of the Company), the

Exercise of Warrants. At any time before June 25Subject to the provisions of this Agreement, 2007 at 5:00 p.m.each registered holder of a Class A, Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit Class B and by a check payable Class C Warrants shall have the right to the order acquire one share of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to common stock from the Company at a price of $1.00 per share, $2.50 per share and $5.00 per share, respectively, for a period of three years commencing on the earlier of September 10, 1999 or the effective date of its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: ChairmanRegistration Statement. Upon the exercise The Company shall issue and sell to such registered holder of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for 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 Agent of such Warrants, with the form of election to purchase duly filled in and signed, and upon payment to the order of the Company for the Warrant exercise price, determined in accordance with Sections 10 and 11 herein, for the number of shares in respect of which such holder is entitled Warrants are then exercised. Payment of such Warrant Price shall be made in cash or by certified check or bank draft or postal or express money order, payable in United States Dollars to the order of the Company. No adjustment shall be made for any dividends on any Common Shares issuable upon exercise of the any Warrant. In Subject to Section 7, upon such surrender of Warrants, and payment of the event 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 is entitled 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 fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share Share of Common Stock on the date or make any cash or other adjustment as provided in Section 12 herein, in respect of exerciseany fraction of a Common Share otherwise issuable upon such surrender. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant Such certificate or Warrants certificates shall be dated deemed to have been issued and any person so designated to be named therein shall be effective deemed to have become a holder of record of such Shares as of the date of the surrendering surrender of such Warrants and payment of the Warrant Price as aforesaid and provided, however, that if at the date of surrender of such Warrants and payment of such Warrant Price, the transfer books for exercisethe Common Shares or other class of stock purchasable upon the exercise of such Warrants shall be closed, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchasedShares 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. In 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 only part of the Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the 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 exercised as hereby irrevocably authorized to less than countersign and to deliver the aggregate amount required new Warrants pursuant to the provisions of all this Section during the warrant exercise period, and the Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. The Warrants will not be exercisable unless, at the time of the exercise, the Company has a current registration statement covering the shares of Common Stock issuable upon exercise of all the Warrants held by or such personshares have been registered, qualified or deemed to be exempt under Federal Securities Laws and the Company shall issue a new Warrant to securities laws of the state of residence of the exercising holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedWarrants.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants (a) Each of Warrant A and Warrant B may be exercised as at any time or from time to time until the tenth (10th) anniversary of the Original Closing Date, Warrant C may be exercised at any time or from time to time until the tenth (10th) anniversary of the First Amendment Closing Date, Warrant D may be exercised at any time or from time to time until the tenth (10th) anniversary of the Second Amendment Closing Date, and Warrant E may be exercised at any time or from time to time until the tenth (10th) anniversary of the First Restatement Closing Date; each of the foregoing may be exercised on any day that is a Business Day, for all or any portion part of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the WarrantsIssuable Warrant Shares purchasable upon its exercise. In order to exercise its Warrant, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Holder will deliver to the Company will within five (5) days thereafter, at its expense (including the payment 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 Shares to be purchased pursuant to such exercise, (ii) payment 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 promptly as practicable, and in any applicable issue event within ten (10) business days, execute, or transfer taxes), cause to be issued 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 in 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 delivered registration requirements under applicable federal and state securities laws, such other name as designated in such notice. A Warrant will be deemed to the Warrant holder a 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 the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional shareall purposes, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date that such notice, together with payment of the surrendering of Exercise Price and the Warrant for exercise, notwithstanding any delays is received by the Company. If the Warrant has been exercised in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personpart, the Company shall issue will, at the time of delivery of such certificate of certificates, deliver to such Holder a new Warrant evidencing the rights of such Holder to purchase the holder number of Issuable Warrant Shares with respect to which the Warrant so exercised covering has not been exercised, which new Warrant will, in all other respects, be identical with the aggregate number Warrants, or, at the request of shares of Common Stock as such Holder, appropriate notation may be made on the original Warrant and the original Warrant returned to which Warrants remain unexercisedsuch Holder.

Exercise of Warrants. At Subject to the terms of this Agreement, the Warrant holder shall have the right, at any time before June 25, 2007 at and from time to time until 5:00 p.m., RichmondPacific Time, Virginia timeon November 9, Warrants 2004, to purchase from the Company up to the number of fully paid and nonassessable shares of Warrant Securities to which the Warrant holder may at the time be exercised as entitled to all or any portion purchase pursuant to this Agreement and the Warrant, upon presentation and surrender of the whole 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 covered by the Warrants by the holder thereof by surrender being purchased. Payment of the Warrants, accompanied Exercise Price shall be made by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a personal or business check payable to the order of the Company in Company; PROVIDED, HOWEVER, that upon the amount required for purchase consent of a majority of the shares as Board of Directors of the Company, the Holder shall have the right to which pay the Warrant is being exercised, delivered exercise price by surrender to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock with a Fair Value equal to the exercise price. Within five business days of the Company's receipt of the Warrant (or a copy thereof), the completed and signed Exercise Form and the requisite payment, 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) $250 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 which Warrants remain unexercisedthe 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 such Exercise Form to the Company 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 at the 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 (whether by stop transfer order, unreasonable delay or otherwise), the Company shall pay to the Holder the Delay Damages for each calendar day of such restriction or delay.

Exercise of Warrants. At any time before June 25and from time to time on and after the date of this Agreement, 2007 and expiring at 5:00 p.m., Richmond, Virginia time, on the fifth anniversary of the closing of the initial public offering of Hersha Hospitality Trust (the "Company") and subject to the conditions herein, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock Units covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares Units to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company Partnership in the amount required for purchase of the shares Units as to which the Warrant is Warrants are being exercised, delivered to the Company Partnership at its principal office at Commonwealth Biotechnologies000 Xxxxxxxx Xxxxx, Inc.Xxx X, 000 Xxxx Xxxxx XxxxxxXxx Xxxxxxxxxx, Xxxxxxxx, Xxxxxxxx Xxxxxxxxxxxx 00000, Attention: ChairmanPresident; provided however, that no Warrant holder may exercise Warrants at such time as the Warrant holder does not qualify as an "accredited investor" as that term is defined in Rule 501 under the Securities Act of 1993, as amended. Upon the exercise of a Warrant in whole or in part, the Company Partnership will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock Units to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional shareamount of Units, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock Unit on the date of exercise. Certificates for shares The issuance of Common Stock issuable by reason of the Units upon exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares Units so purchased. In the event a Warrant or Warrants is are exercised as to less than the aggregate amount of all shares of Common Stock Units issuable upon exercise of all Warrants held by such person, the Company Partnership shall issue a new Warrant Warrants to the holder of the Warrant Warrants so exercised covering the aggregate number of shares of Common Stock Units as to which Warrants remain unexercised.

Exercise of Warrants. At (a) Subject to the provisions of this Agreement, at any time before June 25180 days after the date hereof and at or prior to 12:30 p.m. Pacific Time on [__], 2007 at 5:00 p.m.2014, Richmondeach registered holder of Warrants shall have the right, Virginia time, Warrants 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 any portion part of the whole 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 Agent specified in Section 21 hereof, of such Warrant Certificates with the exercise form on the reverse thereof duly filled in and signed, and upon payment to the Warrant Agent to the account of the Company of the Warrant Price for the number of shares of Warrant Common Stock covered 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 Warrants Warrant Agent duly filled in and signed and accompanied by the holder thereof proper funds as hereinafter provided. Payment of such Warrant Price may be made in wire transfer in immediately available funds, cash, or by certified or official bank check. No adjustment shall be made for any cash dividends on shares of Warrant Common Stock issuable upon exercise of a Warrant. Upon such surrender of the Warrants, accompanied by a subscription for shares and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be purchased in delivered with all reasonable dispatch to or upon the form attached hereto as Exhibit B and by a check payable to the written order of the Company registered holder of such Warrants and in the amount required for purchase of the shares such name or names as to which the Warrant is being exercisedsuch registered holder may designate, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable full shares of Warrant Common Stock to which such holder is entitled so purchased upon the exercise of the Warrant. In the event such holder is entitled to a fractional shareWarrants together with cash as provided in Section 11 of this Agreement, in lieu thereof such holder shall be paid respect of any fraction of a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercisesuch stock issuable upon such surrender. Certificates Each person in whose name any certificate for shares of Common Stock issuable by reason of is issued upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record of the Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Warrant or Certificate evidencing such Warrants shall be dated was duly surrendered and shall be effective as payment of the Warrant Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the surrendering Common Stock transfer books of the Warrant for exerciseCompany are closed, notwithstanding any delays in such person shall be deemed to have become the actual executionrecord holder of such shares on, issuance or delivery and such certificate shall be dated, the next succeeding business day on which the Common Stock transfer books of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedare open.

Exercise of Warrants. At any time before June 25Subject to the last paragraph of this Section 1, 2007 at 5:00 p.m., Richmond, Virginia time, the Warrants evidenced hereby may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, by the registered Holder hereof at any time or from time to time after sixty (60) days from the Issue Date, but on or before 5:00 p.m., New York City time, on the Warrant Expiration Date, upon delivery to the Company will within five (5) days thereafter, at its expense (including the payment by principal executive office of the Company of any applicable issue or transfer taxes), cause to be issued in the United States of America, of (a) this Warrant Certificate, (b) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name of and delivered to or names in which such Holder wishes the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise be issued and (c) payment of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates Exercise Price for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held such Warrants, which shall be payable by such personany one or any combination of the following: (i) cash, the Company shall issue a new Warrant (ii) certified or official bank check payable to the holder order of the Company, (iii) by the surrender (which surrender shall be evidenced by cancellation of the relevant number of Warrants represented by any Warrant so exercised covering 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 aggregate payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of Common Stock for which such Warrant is exercised as of the date of exercise (if the Exercise Price were being paid in cash) reduced by that number of shares of Common Stock equal to the number of shares for which such Warrant is exercised multiplied by a fraction, the numerator of which is (A) the Exercise Price and the denominator of which is (B) the Market Price of one share of Common Stock on the Business Day that immediately precedes the day of exercise of the Warrant or (iv) by the delivery of shares of Common Stock that are valued at the Market Price on the Business Day immediately preceding the day of the exercise of the Warrant that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment of 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 that immediately precedes the day of exercise of the Warrant. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a “Cashless Exercise” and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an “In–Kind Exercise.” The documentation and consideration, if any, delivered in accordance with clauses (a), (b) and (c) of this paragraph above are collectively referred to herein as the “Warrant Exercise Documentation.” For the purposes of this Section 1, Market Price shall be calculated without reference to the last sentence of the definition thereof. As promptly as practicable, and in any event within two (2) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock issuable in connection with such exercise, and if less than the full number of Warrants remain unexercisedevidenced hereby are being exercised, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised or surrendered; provided, however, that no new Warrant Certificate need be delivered if the Warrant Expiration Date has occurred. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. The Company shall pay all expenses in connection with, and all taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. 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 any certificate for shares of Common Stock in any name other than that of the registered Holder of the Warrants evidenced hereby. In connection with the exercise of any Warrants evidenced hereby, at the Company’s option, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company may elect to pay a cash adjustment in respect of such fractional interest in an amount equal to any such fractional interest multiplied by the current Market Price per share of Common Stock on the Business Day that precedes the day of exercise. If more than one such Warrant shall be exercised by the Holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. At any Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right, which may be exercised commencing at the opening of business New York City time before June 25on ___________ __, 2007 1997 and terminating at 5:00 p.m., Richmond, Virginia New York City time, Warrants may be exercised as on __________ __, 2002 (the "Expiration Date"), to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of purchase from the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to (and the Company at its principal office at Commonwealth Biotechnologies, Inc., 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise shall issue and sell to such registered holder of a Warrant in whole or in part, the Company will within five (5Warrants) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such the holder is entitled upon exercise of may at the Warrant. In the event such holder is time be entitled to a fractional sharereceive, in lieu thereof such holder shall be paid a cash amount equal upon surrender to such fraction, multiplied by the Current Value of one full share of Common Stock on Company at the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise office of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering Agent of the Warrant for exerciseCertificates evidencing such Warrants, notwithstanding any delays with the form of election to purchase on the reverse thereof duly filled in and executed, and upon payment to the actual execution, issuance or delivery Company of the certificates Warrant Price, determined in accordance with the provisions of Sections 9 and 10 of this Agreement, for the number of shares so purchasedin respect of which such Warrants are then exercised. In Payment of such Warrant Price shall be made in cash or by certified check or bank draft payable, in United States dollars, to the event a Warrant or Warrants is exercised as to less than order of the aggregate amount of all Company. No adjustment shall be made for any dividends on any shares of Common Stock issuable upon exercise of all any warrant of the Company outstanding on the date hereof. Subject to Section 6, upon such surrender of the Warrants held by such personand payment of the Warrant Price as aforesaid, the Company shall issue a new Warrant and cause to be delivered with all reasonable dispatch, 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 Warrant so exercised covering the aggregate number of full shares of Common Stock so purchased upon the exercise of such Warrants. No fractional shares of Common Stock will be issued. 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 to which of the date of the surrender of such Warrants remain unexercised.and payment

Exercise of Warrants. At any time before June 25, 2007 and from time to time on and after the first anniversary of the date hereof and expiring on the fifth anniversary of the effective date of this Agreement at 5:00 p.m., RichmondDallas, Virginia Texas time, the Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof Warrant Holder by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies000 X. Xxxxxxxxx Xxxxx, Inc.Xxxxxxxxx, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercisePresident. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personthe Warrant Holder, the Company shall issue a new Warrant to the holder of the Warrant Holder so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At any time before June 25and from time to time on and after _______________, 2007 1999 and expiring on ______________, 2003 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock Shares covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies000 Xxxxxxxx Xxxxx, Inc.Xxx X, 000 Xxxx Xxxxx XxxxxxXxx Xxxxxxxxxx, Xxxxxxxx, Xxxxxxxx Xxxxxxxxxxxx 00000, Attention: ChairmanChief Executive Officer. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock Shares to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock Share on the date of exercise. Certificates for shares of Common Stock Shares issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock Shares issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock Shares as to which Warrants remain unexercised.. For purposes of this section, Current Value is defined (i) in the case for which a public market exists for the Common Shares at the time of such exercise, at a price per share equal to (A) the average of the means between the closing bid and asked prices of the Common Shares in the over-the-counter market for 20 consecutive business days commencing 30 business days before the date of such notice, (B) if the Common Shares are quoted on Nasdaq, at the average of the means of the daily closing bid and asked prices of the Common Shares for 20 consecutive business days commencing 30 business days before the date of such notice, or (C) if the Common Shares are listed on any national securities exchange or the Nasdaq National Market, at the average of the daily closing prices of the Common Shares for 20 consecutive business days