Common use of Form of Exercise Clause in Contracts

Form of Exercise. (To be executed by the registered holder hereof) The undersigned registered owner of the attached Warrant irrevocably exercises such Warrant for the purchase of [the number of] Shares of Non-Voting Common Stock of Granite Broadcasting Corporation, a Delaware corporation, and herewith makes payment therefor, all at the price and on the terms and conditions specified in the Warrant, and requests that certificates for the shares of Non-Voting Common Stock be issued in accordance with the instructions given below, and, if such Shares of Non-Voting Common Stock shall not include all of the Shares of Non-Voting Common Stock to which the Holder is entitled under the Warrant, that a new Warrant of like tenor and date for the unpurchased balance of the Shares of Non-Voting Common Stock issuable hereunder be delivered to the undersigned. Dated: ____________________ ------------------------------------- (Signature of Registered Holder) Instructions for issuance and registration of Common Stock: ------------------------------------- Name of Registered Holder (please print) Social Security or Other Identifying Number: ------------------------ Please deliver certificate to the following address: ------------------------------------- Street ------------------------------------- City, Stand and Zip Code FORM OF ASSIGNMENT [TO BE EXECUTED ONLY UPON TRANSFER OF WARRANT] For value received, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto the right represented by such Warrant to purchase shares of [Common Stock] of [NAME OF ISSUER] to which such Warrant relates, and appoints Attorney to make such transfer on the books of [NAME OF ISSUER] maintained for such purpose, with full power of substitution in the premises. Dated: -------------------------------------------------- (Signature must conform in all respects to name of holder as specified on the face of Warrant) ----------------------------------------- (Street Address) ----------------------------------------- (City)(State)(Zip Code)

Form of Exercise. (To be executed by the registered holder hereof) The undersigned registered owner of the attached Warrant irrevocably exercises such Warrant for the purchase of [the number of] Shares of Non-Voting Common Stock of Granite Broadcasting Corporation, a Delaware corporation, In accordance with and herewith makes payment therefor, all at the price and on subject to the terms and conditions specified hereof and of the Warrant Agreement, the undersigned registered Holder of this Warrant Certificate hereby irrevocably elects to exercise Warrants evidenced by this Warrant Certificate or represents that such Holder has tendered the Warrant Price for each of the Warrants evidenced hereby being exercised in the Warrant, and requests that certificates aggregate amount of $ in the indicated combination of: (i) cash ($ ); (ii) certified bank check payable to the order of the Company ($ ); (iii) official bank check in New York Clearing House funds payable to the order of the Company ($ ); (iv) wire transfer in immediately available funds to the account designated by the Company for the shares such purpose ($ ); or (v) surrender of Non-Voting Common Stock be issued Warrants or other Company Securities having a value determined in accordance with the Warrant Certificate ($ ) The undersigned requests that the Warrant Shares issuable upon exercise be in fully registered form in such denominations and registered in such names and delivered, together with any other property receivable upon exercise, in such manner as is specified in the instructions given set forth below, and, if such Shares . If the number of Non-Voting Common Stock shall not include Warrants exercised is less than all of the Shares of Non-Voting Common Stock to which Warrants evidenced hereby, the Holder is entitled under the Warrant, undersigned requests that a new Warrant of like tenor Certificate representing the remaining Warrants evidenced hereby be issued and date for the unpurchased balance of the Shares of Non-Voting Common Stock issuable hereunder be delivered to the undersignedundersigned unless otherwise specified in the instructions below. Dated:__________________________ Name:________________________ (Please Print) _________________________ (Insert Social Security or Other Identifying Number of Holder) Address: ____________________________ ------------------------------------- (____________________________ ____________________________ Signature of Registered Holder) Instructions for issuance and registration of Common Stock: ------------------------------------- Name of Registered Holder (please print) Social Security or Other Identifying Number: ------------------------ Please deliver certificate to the following address: ------------------------------------- Street ------------------------------------- City, Stand and Zip Code FORM OF ASSIGNMENT [TO BE EXECUTED ONLY UPON TRANSFER OF WARRANT] For value received, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto the right represented by such Warrant to purchase shares of [Common Stock] of [NAME OF ISSUER] to which such Warrant relates, and appoints Attorney to make such transfer on the books of [NAME OF ISSUER] maintained for such purpose, with full power of substitution in the premises. Dated: -------------------------------------------------- (Signature must conform in all respects to name of holder Holder as specified on the face of Warrantthis Warrant Certificate and must bear a signature guarantee by a bank, trust company or member firm of a national securities exchange.) ----------------------------------------- Signature Guaranteed: Instructions (Street Addressi) ----------------------------------------- as to denominations and names of Warrant Shares issuable upon exercise and as to delivery of such securities and any other property issuable upon exercise and (City)(State)(Zip Code)ii) if applicable, as to Warrant Certificates evidencing unexercised Warrants:

Form of Exercise. (To be executed by the registered holder Holder hereof) The undersigned registered owner hereby exercises _________Warrants evidenced by the within certificate to subscribe for and purchase: _____ Stock Units of Lamonts Apparel, Inc. at the attached Warrant irrevocably exercises such Warrant for Stock Unit Exercise Price _____ Stock Units of Lamonts Apparel, Inc. at the purchase of [the number of] Shares of Non-Voting Common Stock of Granite Broadcasting Corporation, a Delaware corporation, Adjustment Unit Exercise Price and herewith makes payment therefor, all at the price and on the terms and conditions specified therefor in the Warrant, and requests that full. Kindly issue certificates for the shares of Non-Voting Common and/or other instruments covering Stock be issued Units in accordance with the instructions given below, and, if such Shares of Non-Voting Common Stock shall not include all of the Shares of Non-Voting Common Stock to which the Holder is entitled under the Warrant, that a . A new Warrant of like tenor and date Certificate for the unpurchased unexercised balance of the Shares Warrants (including any unexercised portion of Non-Voting Common Stock issuable hereunder any Warrant) covered by the within certificate, if any, will be delivered to registered in the name of the undersigned. In exercising its rights to purchase such Stock, the undersigned hereby confirms that it will not sell or transfer such Stock unless such transfer is pursuant to (i) a registration statement in effect with respect to such securities under the Securities Act of 1933, as amended (the "Securities Act") and the rules and regulations thereunder or (ii) an exemption from the registration requirements of the Securities Act and any applicable state securities laws. Dated:________________ __________________________________ Instructions for registration of Stock Units ___________________________ Name (please print) Social Security or Other Identifying Number: ___________________ Address: ___________________________ ------------------------------------- ___________________________ ___________________________ JOINDER AGREEMENT JOINDER AGREEMENT, dated the date set forth below, between LAMONTS APPAREL, INC., a Delaware corporation (Signature of Registered Holder"the Company") Instructions for issuance and registration of Common Stock: ------------------------------------- Name of Registered Holder (please print) Social Security or Other Identifying Number: ------------------------ Please deliver certificate to the following address: ------------------------------------- Street ------------------------------------- City, Stand and Zip Code FORM OF ASSIGNMENT [TO BE EXECUTED ONLY UPON TRANSFER OF WARRANT] For value received, the undersigned registered stockholder or warrant holder of the within Warrant hereby sells, assigns and transfers unto the right represented by such Warrant to purchase shares of [Common Stock] of [NAME OF ISSUER] to which such Warrant relates, and appoints Attorney to make such transfer on the books of [NAME OF ISSUER] maintained for such purpose, with full power of substitution in the premises. Dated: -------------------------------------------------- (Signature must conform in all respects to name of holder as specified on the face of Warrant) ----------------------------------------- (Street Address) ----------------------------------------- (City)(State)(Zip Code)Company.

Form of Exercise. (To Form of exercise to be executed by the registered Warrant Holder at the time of exercise) To _____________________________ _______________________, Warrant Agent: The undersigned, holder hereof) The undersigned registered owner of the attached Warrant irrevocably exercises such Warrant for the purchase of [the number of] Shares of Non-Voting Common Stock of Granite Broadcasting Corporation, a Delaware corporation, and herewith makes payment therefor, all at the price and on the terms and conditions specified in the within Warrant, and requests that certificates for the shares of Non-Voting Common Stock be issued in accordance with the instructions given below, and, if such Shares of Non-Voting Common Stock shall not include all (1) exercises his right to purchase _________ of the Shares of Non-Voting Common Stock ($.01 par value) of Fingerhut Companies, Inc., which the undersigned is entitled to purchase under the terms of the within Warrant, and (2) makes payment in full for the number of Shares of Common Stock so purchased by payment of $_________ in cash. Please issue the certificate for Shares of Common Stock (and any new Warrants in the case of a partial exercise) as follows: ____________________________________________________________________________ Print or Type Name ____________________________________________________________________________ Social Security or other Identifying Number ____________________________________________________________________________ Street Address ____________________________________________________________________________ City State Zip Code and deliver it (together with any new Warrants in the case of a partial exercise) to the above address unless a different address is indicated below. Dated: __________________ ______________________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of the Warrant) To be used only for special instructions for delivery. Deliver to: ____________________________________________________________________________ Print or Type Name ____________________________________________________________________________ Street Address ____________________________________________________________________________ City State Zip Code ASSIGNMENT (Form of assignment to be executed if Warrant Holder desires to transfer Warrant) FOR VALUE RECEIVED, _______________________ hereby sells, assigns and transfers unto ____________________________________________________________________________ Print or Type Name ____________________________________________________________________________ Street Address ____________________________________________________________________________ City State Zip Code ____________________________________________________________________________ Social Security or other Identifying Number the right represented by the within Warrant to purchase _________ Shares of Common Stock ($.01 par value) of Fingerhut Companies, Inc. to which the Holder is entitled under within Warrant relates and appoints _____________________ attorney to transfer such right on the Warrant, that a new Warrant of like tenor and date for the unpurchased balance books of the Shares Warrant Agent with full power of Non-Voting Common Stock issuable hereunder be delivered to substitution in the undersignedPremises. Dated: ___________________ ______________________________________________ ------------------------------------- (Signature of Registered Holder) Instructions for issuance and registration of Common Stock: ------------------------------------- Name of Registered Holder (please print) Social Security or Other Identifying Number: ------------------------ Please deliver certificate to the following address: ------------------------------------- Street ------------------------------------- City, Stand and Zip Code FORM OF ASSIGNMENT [TO BE EXECUTED ONLY UPON TRANSFER OF WARRANT] For value received, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto the right represented by such Warrant to purchase shares of [Common Stock] of [NAME OF ISSUER] to which such Warrant relates, and appoints Attorney to make such transfer on the books of [NAME OF ISSUER] maintained for such purpose, with full power of substitution in the premises. Dated: -------------------------------------------------- (Signature must conform in all respects to name of holder as specified on the face of the Warrant) ----------------------------------------- (Street Address) ----------------------------------------- (City)(State)(Zip Code)__________________________ Signature Guaranteed

Form of Exercise. (To be executed by the registered holder hereof) The undersigned registered owner of the attached Warrant irrevocably exercises such Warrant for the purchase of [the number of] Shares of Non-Voting Common Stock of Granite Broadcasting Corporation, a Delaware corporation, In accordance with and herewith makes payment therefor, all at the price and on subject to the terms and conditions hereof and of the Warrant Agreement, the undersigned registered Holder of this Warrant Certificate hereby irrevocably elects to exercise _______________ Warrants evidenced by this Warrant Certificate and represents that such Holder has tendered the Warrant Price for each of the Warrants evidenced hereby being exercised in the aggregate amount of $_________ in the indicated combination of: cash ($___________); certified bank check payable to the order of the Company ($___________); official bank check in New York Clearing House funds payable to the order of the Company ($___________); or wire transfer in immediately available funds to the account designated by the Company for such purpose ($___________). The undersigned requests that the shares of Underlying Common Stock issuable upon exercise be in fully registered form in such denominations and registered in such names and delivered, together with any other property receivable upon exercise, in such manner as is specified in the Warrant, and requests that certificates for instructions set forth below. If the shares number of Non-Voting Common Stock be issued in accordance with the instructions given below, and, if such Shares of Non-Voting Common Stock shall not include Warrants exercised is less than all of the Shares of Non-Voting Common Stock to which Warrants evidenced hereby, the Holder is entitled under the Warrant, undersigned requests that a new Warrant of like tenor Certificate representing the remaining Warrants evidenced hereby be issued and date for the unpurchased balance of the Shares of Non-Voting Common Stock issuable hereunder be delivered to the undersignedundersigned unless otherwise specified in the instructions below. Dated:____________________________ Name: _________________________________ ------------------------------------- (Signature of Registered HolderPlease Print) Instructions for issuance and registration of Common Stock: ------------------------------------- Name of Registered Holder __________________________________ (please print) Insert Social Security or Other Address: __________________________ Identifying Number: ------------------------ Please deliver certificate to the following address: ------------------------------------- Street ------------------------------------- City, Stand and Zip Code FORM OF ASSIGNMENT [TO BE EXECUTED ONLY UPON TRANSFER OF WARRANT] For value received, the undersigned registered holder Number of the within Warrant hereby sells, assigns and transfers unto the right represented by such Warrant to purchase shares of [Common Stock] of [NAME OF ISSUER] to which such Warrant relates, and appoints Attorney to make such transfer on the books of [NAME OF ISSUER] maintained for such purpose, with full power of substitution in the premises. Dated: -------------------------------------------------- Holder) __________________________ __________________________ Signature (Signature must conform in all respects to name of holder Holder as specified on the face of Warrantthis Warrant Certificate and must bear a signature guarantee by a bank, trust company or member firm of a national securities exchange.) ----------------------------------------- Signature Guaranteed: Instructions (Street Addressi) ----------------------------------------- as to denominations and names of Underlying Common Stock issuable upon exercise and as to delivery of such securities and any other property issuable upon exercise and (City)(State)(Zip Code)ii) if applicable, as to Warrant Certificates evidencing unexercised Warrants:

Form of Exercise. (To be executed by the registered holder hereofupon exercise of Warrant) The undersigned registered owner hereby irrevocably elects to exercise _______ Warrants represented by this Warrant Certificate, entitling the undersigned to purchase ________ shares of Common Stock, par value $.001 per share (the attached Warrant irrevocably exercises such Warrant for the purchase "Common Stock"), of [the number of] Shares of Non-Voting Common Stock of Granite Broadcasting Aames Financial Corporation, a Delaware corporationcorporation (the "Company"), and such other securities or property issuable upon exercise of such Warrants in accordance with the terms of the Warrant Agreement, dated as of March 19, 1998, between the Company and ___________, and herewith makes tenders payment therefor, all at the price and on the terms and conditions specified for such Warrants in the Warrantamount of $_________ payable in cash, and by cashier's check payable to the order of the Company or by wire transfer to the Company's account of immediately available funds. The undersigned requests that certificates for the shares of Non-Voting Common Stock be issued in accordance with the instructions given belowand certificates or other instruments for other securities, and, if such Shares of Non-Voting Common Stock shall not include all and other property issuable upon exercise of the Shares Warrant be registered in the name of Non-Voting Common Stock to which the Holder is entitled under the Warrant, that a new Warrant of like tenor and date for the unpurchased balance of the Shares of Non-Voting Common Stock issuable hereunder be delivered to the undersigned. Dated: _______________________ ------------------------------------- (Signature whose address is _____________________________________ and that such certificates and other instruments and property be delivered to _________________________________ whose address is _____________________________________. If said number of Registered Holder) Instructions for issuance and registration Warrants is less than all of Common Stock: ------------------------------------- Name of Registered Holder (please print) Social Security or Other Identifying Number: ------------------------ Please deliver certificate to the following address: ------------------------------------- Street ------------------------------------- City, Stand and Zip Code FORM OF ASSIGNMENT [TO BE EXECUTED ONLY UPON TRANSFER OF WARRANT] For value receivedWarrants represented by this Warrant Certificate, the undersigned registered holder requests that a new Warrant Certificate representing the remaining balance of the within Warrant hereby sells, assigns Warrants be registered in the name of _______________________ whose address is _____________________________________ and transfers unto the right represented by that such Warrant Certificate be delivered to purchase __________________________ whose address is ___________________________________. [The undersigned hereby certifies that it is acquiring the shares of [Common Stock] Stock issuable upon the exercise of [NAME OF ISSUER] the Warrants for its own account and is an "accredited investor" as defined in Rule 501 to which such Warrant relatesthe Securities Act of 1933, as amended (the "Securities Act"), and appoints Attorney to make such transfer on has no intention of distributing the books shares of [NAME OF ISSUER] maintained for such purpose, with full power Common Stock issuable upon the exercise of substitution the Warrants in violation of the premises. Securities Act or applicable state securities or "blue sky" laws.]* Dated: -------------------------------------------------- Signature: ----------------------------------- (Signature must conform in all respects to the name of holder the Registered Holder as specified on the face of Warrantthe Warrant Certificate.) ----------------------------------------- -------------------------- (Street AddressSocial Security or Other Taxpayer Identification Number of Registered Holder) ----------------------------------------- * Required if the shares of Common Stock issuable upon exercise of the Warrants are not registered under the Securities Act for issuance and sale by the Company EXHIBIT B [FORM OF ASSIGNMENT] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------- -------------------------------- -------------------------------- (City)(State)(Zip CodePlease print name and address of transferee) this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________, attorney to transfer this Warrant Certificate on the books of ____________________, with full power of substitution. [The undersigned hereby certifies that the acquisition by the transferee of the Warrants evidenced by this Warrant Certificate was effected in a transaction exempt from the registration provisions in Section 5 of the Securities Act of 1933, as amended (the "Securities Act") and was effected in a transaction that was not a distribution, without the use of general advertising or general solicitation, to a person or entity that the undersigned, in his best knowledge, believes to be an "accredited investor" (as defined in Rule 501 to the Securities Act) and not an underwriter (as defined in Section 2(11) of the Securities Act).]* Dated: Signature: ------------------------- (Signature must conform in all respects to the name of the Registered Holder as specified on the face of the Warrant Certificate.) ------------------------------ (Insert Social Security or Other Identifying Number of Assignee) [The aforesaid assignee hereby certifies that such assignee is an "accredited investor" as defined in Rule 501 to the Securities Act, is acquiring the Warrants for its own account and has no intention of distributing the Warrants or shares of Common Stock issuable upon the exercise of the Warrants in violation of the Securities Act or applicable state securities or "blue sky" laws.] By accepting this assignment, the aforesaid assignee shall be entitled to the benefits of and hereby agrees to be bound by all of the terms and conditions of the Warrant Agreement.

Form of Exercise. (To Form of exercise to be executed by the registered Warrant Holder at the time of exercise) TO Warrant Agent The undersigned, holder hereof) The undersigned registered owner of the attached Warrant irrevocably exercises such Warrant for the purchase of [the number of] Shares of Non-Voting Common Stock of Granite Broadcasting Corporation, a Delaware corporation, and herewith makes payment therefor, all at the price and on the terms and conditions specified in the within Warrant, and requests that certificates for the shares of Non-Voting Common Stock be issued in accordance with the instructions given below, and, if such Shares of Non-Voting Common Stock shall not include all (1) exercises his right to purchase _________ of the Shares of Non-Voting Common Stock to ($1.00 par value) of DMC Stratex Networks, Inc., which the Holder undersigned is entitled to purchase under the terms of the within Warrant, that a new Warrant of like tenor and date (2) makes payment in full for the unpurchased balance number of the Shares of Non-Voting Common Stock issuable hereunder be delivered so purchased by payment of $_________ in cash. Please issue the certificate for Shares of Common Stock (and any new Warrants in the case of a partial exercise) as follows: Print or Type Name ___________________________________ Social Security or other Identifying Number ___________________________________ Street Address ________________________________________ and deliver it (together with any new Warrants in the case of a partial exercise) to the undersignedabove address unless a different address is indicated below. Dated: ________________________________ ------------------------------------- (Signature of Registered Holder) Instructions for issuance and registration of Common StockSignature: ------------------------------------- Name of Registered Holder (please print) Social Security or Other Identifying Number: ------------------------ Please deliver certificate to the following address: ------------------------------------- Street ------------------------------------- City, Stand and Zip Code FORM OF ASSIGNMENT [TO BE EXECUTED ONLY UPON TRANSFER OF WARRANT] For value received, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto the right represented by such Warrant to purchase shares of [Common Stock] of [NAME OF ISSUER] to which such Warrant relates, and appoints Attorney to make such transfer on the books of [NAME OF ISSUER] maintained for such purpose, with full power of substitution in the premises. Dated: -------------------------------------------------- ________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) ----------------------------------------- To be used only for special instructions for delivery. Deliver to: Print or Type Name ___________________________________ Social Security or other Identifying Number ___________________________________ Street Address ________________________________________ ASSIGNMENT (Form of assignment to be executed if Warrant Holder desires to transfer Warrant) FOR VALUE RECEIVED, _______________________ hereby sells, assigns and transfers unto: Print or Type Name ___________________________________ Social Security or other Identifying Number ___________________________________ Street AddressAddress ___________________________________ Social Security or other Identifying Number ___________________________________ the right represented by the within Warrant to purchase _________ Shares of Common Stock ($1.00 par value) ----------------------------------------- of DMC Stratex Networks, Inc., to which the within Warrant relates and appoints _____________________ attorney to transfer such right on the books of the Warrant Agent with full power of substitution in the Premises. Dated: Signature: (City)(State)(Zip CodeSignature must conform in all respects to name of holder as specified on the face of the Warrant)

Form of Exercise. (To be executed by the registered holder hereofupon exercise of Warrant) The undersigned registered owner hereby irrevocably elects to exercise _______ Warrants represented by this Warrant Certificate, entitling the undersigned to purchase ________ shares of Common Stock, par value $.001 per share (the attached Warrant irrevocably exercises such Warrant for the purchase "Common Stock"), of [the number of] Shares of Non-Voting Common Stock of Granite Broadcasting Aames Financial Corporation, a Delaware corporationcorporation (the "Company"), and such other securities or property issuable upon exercise of such Warrants in accordance with the terms of the Warrant Agreement, dated as of March 19, 1998, between the Company and ___________, and herewith makes tenders payment therefor, all at the price and on the terms and conditions specified for such Warrants in the Warrantamount of $_________ payable in cash, and by cashier's check payable to the order of the Company or by wire transfer to the Company's account of immediately available funds. The undersigned requests that certificates for the shares of Non-Voting Common Stock and certificates or other instruments for other securities, and other property issuable upon exercise of the Warrant be issued registered in accordance with the instructions given below, and, if name of _______________________ whose address is _____________________________________ and that such Shares certificates and other instruments and property be delivered to _________________________________ whose address is _____________________________________. If said number of Non-Voting Common Stock shall not include Warrants is less than all of the Shares of Non-Voting Common Stock to which Warrants represented by this Warrant Certificate, the Holder is entitled under the Warrant, undersigned requests that a new Warrant of like tenor and date for Certificate representing the unpurchased remaining balance of the Shares Warrants be registered in the name of Non-Voting Common Stock issuable hereunder _______________________ whose address is _____________________________________ and that such Warrant Certificate be delivered to the undersigned__________________________ whose address is ___________________________________. Dated: Signature: ________________________ ------------------------------------- (Signature of Registered Holder) Instructions for issuance and registration of Common Stock: ------------------------------------- Name of Registered Holder (please print) Social Security or Other Identifying Number: ------------------------ Please deliver certificate to the following address: ------------------------------------- Street ------------------------------------- City, Stand and Zip Code FORM OF ASSIGNMENT [TO BE EXECUTED ONLY UPON TRANSFER OF WARRANT] For value received, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto the right represented by such Warrant to purchase shares of [Common Stock] of [NAME OF ISSUER] to which such Warrant relates, and appoints Attorney to make such transfer on the books of [NAME OF ISSUER] maintained for such purpose, with full power of substitution in the premises. Dated: -------------------------------------------------- (Signature must conform in all respects to the name of holder the Registered Holder as specified on the face of Warrantthe Warrant Certificate.) ----------------------------------------- ---------------------------------- (Street AddressSocial Security or Other Taxpayer Identification Number of Registered Holder) ----------------------------------------- [FORM OF ASSIGNMENT] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------- -------------------------------- -------------------------------- (City)(State)(Zip Code)Please print name and address of transferee) this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________, attorney to transfer this Warrant Certificate on the books of ____________________, with full power of substitution. [The undersigned hereby certifies that the acquisition by the transferee of the Warrants evidenced by this Warrant Certificate was effected in a transaction exempt from the registration provisions in Section 5 of the Securities Act of 1933 (as amended (the "Securities Act") and was effected in a transaction that was not a distribution, without the use of general advertising or general solicitation, to a person or entity that the undersigned, in his best a person or entity that the undersigned, in his best knowledge, believes to be an "accredited investor" (as defined in Rule 501 to the Securities Act and not an underwriter (as defined in Section 2(II) of the Securities Act.]* Dated: Signature: ___________________ (Signature must conform in all respects to the name of the Registered Holder as specified on the face of the Warrant Certificate.) 37 ------------------------------ (Insert Social Security or Other Identifying Number of Assignee) [The aforesaid assignee hereby certifies that such assignee is an "accredited investor" as defined in Rule 501 to the Securities Act, is acquiring the Warrants for its own account and has no intention of distributing the Warrants or shares of Common Stock issuable upon the exercise of the Warrants in violation of the Securities Act or applicable state securities or "blue sky" laws.]* By accepting this assignment, the aforesaid assignee shall be entitled to the benefits of and hereby agrees to be bound by all of the terms and conditions of the Warrant Agreement.

Form of Exercise. (To Form of exercise to be executed by the registered Warrant Holder at the time of exercise) To _____________________ ________________, Warrant Agent: The undersigned, holder hereof) The undersigned registered owner of the attached Warrant irrevocably exercises such Warrant for the purchase of [the number of] Shares of Non-Voting Common Stock of Granite Broadcasting Corporation, a Delaware corporation, and herewith makes payment therefor, all at the price and on the terms and conditions specified in the within Warrant, and requests that certificates for the shares of Non-Voting Common Stock be issued in accordance with the instructions given below, and, if such Shares of Non-Voting Common Stock shall not include all (1) exercises his right to purchase _______ of the Shares of Non-Voting Common Stock to ($[ ] par value) of Star Banc Corporation, which the Holder undersigned is entitled to purchase under the terms of the within Warrant, that a new Warrant of like tenor and date (2) makes payment in full for the unpurchased balance number of the Shares of Non-Voting Common Stock issuable hereunder be delivered so purchased by payment of $_________ in cash. Please issue the certificate for Shares of Common Stock (and any new Warrants in the case of a partial exercise) as follows: -------------------------------------------------------------------------------- Print or Type Name -------------------------------------------------------------------------------- Social Security or other Identifying Number -------------------------------------------------------------------------------- Street Address -------------------------------------------------------------------------------- City State Zip Code and deliver it (together with any new Warrants in the case of a partial exercise) to the undersignedabove address unless a different address is indicated below. Dated: ___________________ ____________________________________________ ------------------------------------- (Signature of Registered Holder) Instructions for issuance and registration of Common Stock: ------------------------------------- Name of Registered Holder (please print) Social Security or Other Identifying Number: ------------------------ Please deliver certificate to the following address: ------------------------------------- Street ------------------------------------- City, Stand and Zip Code FORM OF ASSIGNMENT [TO BE EXECUTED ONLY UPON TRANSFER OF WARRANT] For value received, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto the right represented by such Warrant to purchase shares of [Common Stock] of [NAME OF ISSUER] to which such Warrant relates, and appoints Attorney to make such transfer on the books of [NAME OF ISSUER] maintained for such purpose, with full power of substitution in the premises. Dated: -------------------------------------------------- (Signature must conform in all respects to name of holder as specified on the face of the Warrant) ----------------------------------------- 26 To be used only for special instructions for delivery. Deliver to: -------------------------------------------------------------------------------- Print or Type Name -------------------------------------------------------------------------------- Xxxxxx Xxxxxxx -------------------------------------------------------------------------------- Xxxx Xxxxx Zip Code (Street AddressForm of assignment to be executed if Warrant Holder desires to transfer Warrant) ----------------------------------------- FOR VALUE RECEIVED, _____________________ hereby sells, assigns and transfers unto ________________________ -------------------------------------------------------------------------------- Print or Type Name -------------------------------------------------------------------------------- Xxxxxx Xxxxxxx -------------------------------------------------------------------------------- Xxxx Xxxxx Zip Code -------------------------------------------------------------------------------- Social Security or other Identifying Number the right represented by the within Warrant to purchase _______ Shares of Common Stock (City)(State)(Zip Code$[ ] par value) of Star Banc Corporation to which the within Warrant relates and appoints ________________ attorney to transfer such right on the books of the Warrant Agent with full power of substitution in the Premises. Dated: ___________________ ____________________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of the Warrant)