Common use of Manner of Exercise Clause in Contracts

Manner of Exercise. Subject to the provisions hereof, this Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Manner of Exercise. Subject to From and after the provisions hereofdate hereof and until 5:00 P.M., New York time, on the Expiration Date, the holder may exercise this Warrant may be exercised by for all or any part of the holder hereofnumber of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), holder shall deliver to the Company during normal business hours on any business day at its office at 2 California Plaza, 000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice pursuant to the holder hereof)Section 11, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an the holder's election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price in the Exercise Agreementmanner provided below, and (iii) this Warrant. The Warrant Shares so purchased Such notice shall be deemed substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Common Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by such holder shall request in the holder hereof notice and shall be registered in the name of such the holder or or, subject to Section 8, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash, check or checks and/or securities, if any, and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such holdershares have been paid. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant representing evidencing the number rights of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (to purchase the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of unpurchased shares of Common Stock beneficially owned called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by cash, wire transfer to an account in a bank located in the United States designated for such purpose by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised Company, or unconverted portion of any other securities of certified or official bank check, or by transfer to the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Series B Preferred Stock issuable upon exercise or Series C Preferred Stock, or any combination thereof. In the event of the Warrants (application shares of Series B Preferred Stock or portions thereof) Series C Preferred Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price shall be the Initial Stated Value per share, in the case of any such application prior to the consummation of the Recapitalization, or the Post-Recapitalization Stated Value per share, in the case of any such application after the consummation of the Recapitalization, in each case, plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared, to the date of such exercise, provided that no such credit shall be made with respect to which the determination described herein is being made, would result in beneficial ownership by any such dividends if the holder and its affiliates of more than 4.9% of such shares held such shares on the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyrecord date therefor.

Manner of Exercise. Subject From and after the Warrant Issuance Date and until 5:00 P.M., New York City time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, Holder shall deliver to the Company at the office or agency designated by the surrender Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, together with a completed exercise agreement in which notice shall specify the form attached hereto number of shares of Common Stock to be purchased, (the "Exercise Agreement")ii) payment by cash, check or bank draft payable to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company Warrant Price in cash, by certified or official bank check cash or by wire transfer or cashier's check drawn on a United States bank for all shares then being purchased and (iii) this Warrant. Such notice shall be substantially in the account form of the Company subscription form appearing at the end of this Warrant as Exhibit 1, duly executed by Holder or its agent or attorney. Upon receipt of the Exercise Price for the Warrant Shares specified items referred to in the Exercise Agreement or clauses (i), (ii) if and (iii) above, the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933Company shall, as amended promptly as practicable, and in any event within five (the "Securities Act")5) Business Days thereafter, delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed execute or cause to be issued executed and deliver or cause to the holder hereof be delivered to Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Common Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by Holder shall request in the holder hereof notice and shall be registered in the name of such holder or Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by such holderpayment to the Company of the Warrant Price. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number rights of Holder to purchase the unpurchased shares with respect to of Common Stock called for by this Warrant, which this new Warrant shall not then have been exercised. In addition to in all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after respects be identical with this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant SharesWarrant. The Penalty Holder shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise the Warrant notwithstanding the commencement of any case under 11 U.S.C. ss. 101 et seq. (the "Bankruptcy Code"). In the event the Company is a number of Warrants (or portions thereof) debtor under the Bankruptcy Code, the Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 in excess respect of the number of Warrants (or portions thereof) upon Holder's exercise of which right. The Company hereby waives to the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which fullest extent permitted any rights to relief it may be deemed beneficially owned through the ownership have under 11 U.S.C. ss. 362 in respect of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (Warrant. The Company agrees, without cost or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything expense to the contrary contained hereinHolder, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written to take or consent of the holder hereof to any and the Company and (ii) the approval of a majority of shareholders of the Companyall action necessary to effectuate relief under 11 U.S.C. ss. 362.

Manner of Exercise. Subject This Warrant shall be automatically exercised on the date of closing of the first Qualified Equity Offering to occur after the provisions hereofdate hereof (the “Start Date”), this so long as that date occurs on or before the Warrant may be exercised by Expiration Date, for all of the holder hereof, in whole or in part, by Warrant Shares. At the surrender time of exercise of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at the Company's principal executive offices (or such other its office or agency of the Company as it may designate by notice maintained for this purpose pursuant to the holder hereof)§ 10, and upon (i) payment to the Company in cash, by a certified or official bank check or by wire transfer for checks payable to the account order of the Company of in an amount equal to the Exercise aggregate Purchase Price for the Warrant Shares specified as to which this Warrant is exercised. In the alternative, the Holder may, in the Exercise Agreement or (ii) if the resale exercise of the its sole and absolute discretion, exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a Fair Market Value equal to the Purchase Price that would otherwise have been paid by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) Holder for the Warrant Shares specified being issued pursuant to such exercise. Upon closing of a Qualified Equity Offering, the Company shall, as promptly as practicable, and in the Exercise Agreement. The Warrant Shares so purchased shall be deemed any event within five (5) Business Days thereafter, execute or cause to be issued executed, and deliver to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedShares issuable upon such exercise. The stock certificate or certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder the Holder or such other name as shall be designated by in the related notice of exercise. Unless otherwise specified in such holder. If this Warrant shall have been exercised only in partnotice, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant one certificate representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the aggregate number of Warrant Shares that the holder is entitled issued upon such exercise shall be so delivered. This Warrant shall be deemed to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails have been exercised and such certificate or certificates shall be deemed to deliver certificates for the Warrant Shares. For examplehave been issued, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay Holder or any other person so designated to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty be named therein shall be paid deemed to the have become a holder by the fifth day of record of such shares for all purposes, as of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder date of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval closing of a majority of shareholders of Qualified Equity Offering and upon the Company’s receipt of such check or checks or other form of payment.

Manner of Exercise. Issuance of Certificates; Payment for --------------------------------------------------------- Shares. Subject to the provisions hereof, this Warrant may be ------ exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivereddeliv- ered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Manner of Exercise. Subject From and after the first Business Day following the Closing Date, and until 4:00 P.M., New York time, on the Expiration Date (the "Exercise Period"), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of Warrant Shares purchasable hereunder, subject to the provisions hereof, terms and conditions of this Warrant may be exercised by the holder hereofWarrant. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at its principal executive office or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice to the holder hereof)provided herein, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an Xxxxxx's election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price as provided herein, and (iii) this Warrant. Such notice shall be irrevocable and substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt thereof, the Company shall, as promptly as reasonably practicable, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of shares specified full Warrant Shares issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall reasonably request in the notice and shall be registered in the name of such holder the Holder or if permitted pursuant to the terms of this Warrant such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Shares, deliver to the holder Holder a new Warrant representing evidencing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% rights of the number of Warrant Shares that Holder to purchase the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of unpurchased shares of Common Stock beneficially owned called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or at the holder and its affiliates (other than shares request of Common Stock which the Holder, appropriate notation may be deemed beneficially owned through made on this Warrant and the ownership same returned to the Holder. Payment of the unexercised Warrants and Warrant Price may be made at the unexercised or unconverted portion of any other securities option of the Company Holder by: (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)i) subject to a limitation on conversion certified or exercise analogous official bank check payable to the limitation contained herein) and order of the Company, or (ii) wire transfer of immediately available funds to the number account of the Company; or (iii) in accordance with Section 2.4 below. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject Holder may exercise this Warrant in whole or in part in accordance with the terms hereof by mailing or personally delivering to the provisions hereofCompany (i) this Warrant, (ii) a Notice of Exercise in the form of EXHIBIT I hereto duly executed by Xxxxxx and (iii) payment of the Exercise Price per share, such payment to be in the form of: (a) cash, a certified or official bank check made payable to the Company, or a wire transfer of funds to an account designated by the Company, or any combination of the foregoing, together with all federal and state excise taxes applicable upon such exercise; (b) by crediting amounts due and owing to the Holder by the Company for professional services previously rendered by the Holder as of the date of each exercise of the Warrant by Xxxxxx as provided for herein. . Upon receipt by the Company of this Warrant, the Notice of Exercise and such payment, this Warrant may shall be deemed to have been exercised by with respect to the number of shares of Common Stock subject to such exercise and specified in the Notice of Exercise, and Holder shall thereupon become the holder hereofof record of the shares of Common Stock issuable upon such exercise, notwithstanding the fact that the stock transfer books of the Company may then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to Holder. As soon as practicable after any exercise, in whole or in part, by of the surrender of this Warrant, together with a completed exercise agreement and in the form attached hereto any event within ten (the "Exercise Agreement")10) Business Days thereafter, to the Company during normal business hours on any business day at will deliver to Holder a stock certificate or certificates representing the Company's principal executive offices (or such other office or agency shares of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares Common Stock so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered with such certificate or certificates to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such name(s) and such denominations as Holder may be requested by the holder hereof and shall be registered specify in the name Notice of such holder or such other name as shall be designated by such holderExercise. If this Warrant shall have been is exercised only in part, then, unless this Warrant has expiredfor less than all of the shares of Common Stock subject hereto, the Company shall, at its expenseupon such exercise and surrender of this Warrant for cancellation, at the time of delivery of such certificates, promptly execute and deliver to the holder Holder a new Warrant representing of like tenor evidencing the number right of shares with respect Holder to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if purchase the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number balance of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companypurchasable hereunder.

Manner of Exercise. Subject to the provisions hereof, this Warrant may The Option shall be exercised by the holder hereof, in whole or in part, by the surrender written notice of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), of Exhibit A to this Instrument of Grant addressed to the Company during normal business hours on any business day at and signed by the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), Option Holder and upon (i) payment delivered to the Company along with this Instrument of Grant and payment in cashfull of the Exercise Price of the Optioned Shares as to which the Option is being exercised. If the Option is exercised in part only, the Company will either issue a new Instrument of Grant with respect to the unexercised portion of the Option or shall make a notation on this Instrument of Grant reflecting the partial exercise. The Exercise Price is payable by certified or official bank check or by wire transfer for the account of personal check; provided, however, that no Optioned Shares shall be issued to Option Holder until the Company of has been advised by its bank that the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares check has cleared. The Option may also be exercised by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned having a fair market value as of the date of exercise, equal to the Exercise Price of the Optioned Shares to the extent that the Option is being exercised by written notice of exercise in the form of Exhibit B to this Instrument of Grant addressed to the Company and signed by the holder and its affiliates (Option Holder. The market value of the Common Stock shall be determined as follows: If the Common Stock is listed on a national securities exchange or is quoted on the OTCQX, OTCQB, or OTC Pink or other than shares service which provides information as to the last sale price, the current value shall be the reported last sale prices of one share of Common Stock which may be deemed beneficially owned through on such exchange, market or system on the ownership trading day prior to the date of exercise of the unexercised Warrants and Option, or if, on any of such dates, no such sale is made on such day, the unexercised last reported sale on such exchange, market or unconverted portion of any other securities system shall be used; or If the Common Stock is not so listed or admitted to unlisted trading privileges or traded, the current value shall be the mean average of the Company (including the Notes reported last bid and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number asked prices of shares one share of Common Stock issuable upon as reported by a reporting services selected by the Company, on the last trading day prior to the date of the exercise of the Warrants (Option; or portions thereof) with respect If the Common Stock is not so listed or admitted to which unlisted trading privileges and bid and asked prices are not so reported, the determination described herein is being madecurrent value of one share of Common Stock shall be an amount, would result not less than net tangible book value per share determined in beneficial ownership such reasonable manner as may be prescribed by the holder and its affiliates of more than 4.9% Compensation Committee of the outstanding shares Board of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders Directors of the Company. The Option may also be exercised through a brokerage transaction in a manner approved by the Compensation Committee.

Manner of Exercise. Subject From and after the date hereof and until 5:00 P.M., California time, on the Expiration Date, but subject to SECTION 2.4, the provisions hereof, holder may exercise this Warrant may be exercised by for all or any part of the holder hereofnumber of shares of Warrant Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), holder shall deliver to the Company during normal business hours on any business day at its office at 0000 Xxxxxxx Xxxxxx, Burbank, California 91505, or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice pursuant to the holder hereof)Article 12, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an the holder's election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price in the Exercise Agreementmanner provided below, and (iii) this Warrant. The Warrant Shares so purchased Such notice shall be deemed substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by such holder shall request in the holder hereof notice and shall be registered in the name of such the holder or or, subject to Article 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such holdershares of Warrant Stock have been paid. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant representing evidencing the number rights of the holder to purchase the unpurchased shares of Warrant Stock called for by this Warrant, which new Warrant shall in all other respects be identical with respect to which this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant shall not then have been exercisedand the same returned to the holder. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for Payment of the Warrant Shares within three Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) business days after this Warrant is exercisedcertified or official bank check, then (4) transfer to the Company shall pay of shares of Common Stock, including shares to be issued upon the holder in cash a penalty exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the "Penalty") equal to 2% event of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number application of shares of Common Stock beneficially owned by to the holder and its affiliates (other than shares payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock which may so applied shall be deemed beneficially owned through the ownership average Market Price of the unexercised Warrants and Common Stock for the unexercised or unconverted portion of any other securities of ten Trading Day period ending on the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous Trading Day immediately prior to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companypayment date.

Manner of Exercise. Subject The Option may be exercised, in whole or ------------------------------ in part, by delivering written notice to the provisions hereofAdministrator in such form as the Administrator may require from time to time; provided, this Warrant however, that the Option may not be exercised at any one time as to fewer than one hundred (100) shares (or such number of shares as to which the Option is then exercisable if such number of shares then exercisable is less than one hundred (100)). Such notice shall specify the number of shares of Stock subject to the Option as to which the Option is being exercised, and shall be accompanied by full payment of the Exercise Price for such shares. Payment of the Exercise Price shall be made (a) in cash (or cash equivalents acceptable to the Administrator in the Administrator's discretion); (b) in the Administrator's discretion at the time of exercise, by tender to the Corporation of shares of the Corporation's common stock owned by the holder hereofGrantee, having a Fair Market Value on the date of tender not less than the Exercise Price, which either have been owned by the Grantee at least six (6) months or were not acquired, directly or indirectly, from the Corporation; (c) in the Administrator's discretion at the time of exercise, by the Grantee's full recourse promissory note in a form approved by the Administrator; (d) by a broker-assisted cashless exercise in accordance with Regulation T of the Board of Governors of the Federal Reserve System and the provisions of the next paragraph; or (e) by any combination of the foregoing. In the Administrator's sole and absolute discretion, the Administrator may authorize payment of the Exercise Price to be made, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of means as the Company as it Administrator may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreementprescribe. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as Option may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time multiples of delivery of such certificates, deliver to the holder a new Warrant representing the number of whole shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty no fractional shares shall be paid to issued. If the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with registered under Section 13(d12(b) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunderpayment of the exercise price may be made, except in whole or in part, subject to such limitations as otherwise provided in clause the Administrator may determine, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) of to a brokerage firm approved by the preceding sentence. Notwithstanding anything Administrator to deliver promptly to the contrary contained hereinCorporation the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) to the approval of a majority of shareholders of Corporation to deliver the Companycertificates for such purchased shares directly to such brokerage firm.

Manner of Exercise. Subject From and after the first Business Day following the six month anniversary of the Closing Date, and until 5:00 P.M., New York time, on the Expiration Date (the "Exercise Period"), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder, subject to the provisions hereof, terms and conditions of this Warrant may be exercised by the holder hereofWarrant. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at its principal executive office or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice to the holder hereof)provided herein, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an Xxxxxx's election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price as provided herein, and (iii) this Warrant. Such notice shall be irrevocable and substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt thereof, the Company shall, as promptly as reasonably practicable, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall reasonably request in the notice and shall be registered in the name of such holder the Holder or if permitted pursuant to the terms of this Warrant such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% rights of the number of Warrant Shares that Holder to purchase the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of unpurchased shares of Common Stock beneficially owned called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or at the holder and its affiliates (other than shares request of Common Stock which the Holder, appropriate notation may be deemed beneficially owned through made on this Warrant and the ownership same returned to the Holder. Payment of the unexercised Warrants and Warrant Price may be made at the unexercised or unconverted portion of any other securities option of the Company Holder by: (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)i) subject to a limitation on conversion certified or exercise analogous official bank check payable to the limitation contained herein) and order of the Company, or (ii) wire transfer of immediately available funds to the number account of the Company; or (iii) in accordance with Section 2.4 below. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject to From and after the provisions hereofdate hereof and until 5:00 P.M., New York time, on the Expiration Date, the holder may exercise this Warrant may be exercised by for all or any part of the holder hereofnumber of shares of Series C Preferred Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), holder shall deliver to the Company during normal business hours on any business day at its office at 2 California Plaza, 000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice pursuant to the holder hereof)Section 11, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an the holder's election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Series C Preferred Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price in the Exercise Agreementmanner provided below, and (iii) this Warrant. The Warrant Shares so purchased Such notice shall be deemed substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Series C Preferred Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by such holder shall request in the holder hereof notice and shall be registered in the name of such the holder or or, subject to Section 8, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash, check or checks and/or securities, if any, and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such holdershares have been paid. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant representing evidencing the number rights of the holder to purchase the unpurchased shares of Series C Preferred Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by cash, wire transfer to an account in a bank located in the United States designated for such purpose by the Company, or certified or official bank check, or by transfer to the Company of shares of Series B Preferred Stock or Series C Preferred Stock, or any combination thereof. In the event of the application shares of Series B Preferred Stock or Series C Preferred Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price shall be stated value per share (as described in the Company's Certificate of Incorporation, as amended) plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared, to the date of such exercise, provided that no such credit shall be made with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, any such dividends if the holder is entitled to 100,000 Warrant Shares and of such shares held such shares on the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyrecord date therefor.

Manner of Exercise. Subject From and after the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at its principal office at 2281 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xx Xxxxxxx, Xxxxxxxxxx 00000, xx at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice pursuant to the holder hereof)Section 12, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an Holder's election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be issued executed and deliver or cause to the holder hereof be delivered to Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Common Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by Holder shall request in the holder hereof notice and shall be registered in the name of such holder or Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or checks and this Warrant, is received by the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 prior to the issuance of such holdershares have been paid. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with respect to which this Warrant, or, at the request of Holder, appropriate notation may be made on this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay same returned to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accruedHolder. Notwithstanding anything in this Warrant any provision herein to the contrary, the Company shall not be required to register shares in no event shall the holder name of any Person who acquired this Warrant be entitled to exercise a number of Warrants (or portions thereofpart hereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common any Warrant Stock beneficially owned by the holder and its affiliates (other otherwise than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyWarrant.

Manner of Exercise. Subject In order to the provisions hereof, this exercise any Warrant may be exercised by the holder hereof, in whole or in part, by the surrender Holder shall complete one of this Warrantthe subscription forms attached hereto, together with a completed exercise agreement in deliver the form attached hereto (the "Exercise Agreement"), Warrant to the Company during normal business hours on any business day at its Principal Office and make payment of the Purchase Price pursuant to one of the payment options provided in this Section 2.B. Payment of the Purchase Price shall be made at the Company's principal executive offices (or such other office or agency option of the Company as it may designate Holder by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified one or official bank check or by wire transfer for the account more of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or following methods: (ii1) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of cash, a written notice certified check or a bank cashier's check in an amount equal to the then aggregate Purchase Price, (2) by instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of the particular Warrant with an election to effect a "Cashless Exercise" aggregate Fair Market Value (as defined in Section 11(c) below) for equal to such Purchase Price, or (3) by surrendering to the Warrant Shares specified in Company shares of Common Stock previously acquired by the Exercise AgreementHolder with an aggregate Fair Market Value equal to such Purchase Price, or any combination of the foregoing. The Warrant Shares so purchased Upon receipt thereof by the Company, the Holder shall immediately be deemed to be issued a holder of record of the shares of Common Stock specified in said subscription form, and the Company shall, as promptly as practicable, and in any event within 10 business days thereafter, execute and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of shares of Common Stock specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedsaid subscription form. The certificates Each stock certificate so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder Holder or such other name as shall be designated by such holderHolder, subject to compliance with federal and state securities laws and Section 4 hereof. If this the Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such said stock certificate or certificates, deliver to the holder Holder a new Warrant in the form of this Warrant representing the right to purchase the remaining number of shares with respect to which this Warrant shall not then have been exercisedpurchasable thereunder. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to this Section 2, except that, in case such stock certificates shall be registered in a name or names other than the holder in cash a penalty (the "Penalty") equal to 2% name of the number Holder, funds sufficient to pay all stock transfer taxes which shall be payable upon the execution and delivery of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver such stock certificate or certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid by the Holder to the holder by Company at the fifth day time of delivering the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event Company. As used herein "FAIR MARKET VALUE" on any day shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of mean (i) the number average of shares the daily closing sale prices of the Common Stock beneficially owned by during the holder and its affiliates (other than shares 20 trading days immediately preceding the day as of which "FAIR MARKET VALUE" is being determined, on the principal securities exchange on which the Common Stock which may be deemed beneficially owned through the ownership is then listed, or if there shall have been no sales of the unexercised Warrants and Common Stock on such exchange on such day, the unexercised or unconverted portion of any other securities mean of the Company (including closing bid and asked prices on such exchange at the Notes and Preferred Shares (as end of such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion day, or exercise analogous to the limitation contained herein) and (ii) if the number of shares of Common Stock issuable upon exercise is not so listed, the average of the Warrants high and low bid and prices on such day in a domestic over-the-counter market, or (iii) any time the Common Stock is not listed on any domestic exchange or portions thereof) with respect to which quoted in a domestic over-the-counter market, the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership "FAIR MARKET VALUE" shall be determined in accordance with Section 13(d) by the Board of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders Directors of the Company.

Manner of Exercise. Subject to the provisions hereof, this This Warrant may be exercised by the holder hereof, in whole or in part, by the surrender any part (including as to any fraction of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"share), to the Company during normal business hours on any business day Business Day until the Expiration Date by surrender of this Warrant, with the form of Subscription Notice at the Company's principal executive offices end hereof (or a reasonable facsimile thereof) duly executed by such other office or agency of the Company as it may designate by notice holder, to the holder hereof)Company, and upon accompanied by: (i) payment to of the Company aggregate Exercise Price for the Common Stock being purchased. Payment of the Exercise Price shall be made, at the option of the holder hereof, either: (A) in cash, cash or by certified or official bank check or by wire transfer for payable to the account order of the Company in the amount of the aggregate Exercise Price for (or portion thereof being paid in this manner), (B) by the Warrant Shares specified in the Exercise Agreement or (ii) if the resale surrender of indebtedness of the Warrant Shares Company (principal and/or interest) in an amount equal to the aggregate Exercise Price (or portion thereof being paid in this manner), (C) by the holder is not then registered pursuant to an effective registration statement under the Securities Act surrender of 1933Common Stock, as amended (the "Securities Act")including Common Stock obtained upon any previous exercise of this Warrant, delivery to the Company of having a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price Value (as hereinafter defined) for each day that as of the date of exercise equal to the aggregate Exercise Price (or portion thereof being paid in this manner), (D) by the surrender of other warrants of the Company, having a Warrant Value (as hereinafter defined) as of the date of exercise equal to the aggregate Exercise Price (or portion thereof being paid in this manner), or (E) by any combination of the foregoing. In lieu of paying the Exercise Price in the foregoing manner, the holder hereof may, at its option, surrender to the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder all or a specified portion of this Warrant be entitled to exercise in exchange for a number of Warrants shares of Common Stock determined by dividing (or portions thereof1) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum product of (i) the number of shares issuable upon exercise of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised this Warrant or unconverted such specified portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained hereincase may be) and (ii) the number difference between the Market Value of shares of the Common Stock issuable upon exercise as of the Warrants date of exercise and the Exercise Price, by (or portions thereof2) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stocksuch Market Value. For purposes of the foregoing, "Market Value" of the Common Stock means, as of any date, the reported closing sale price per share of the Common Stock as of the immediately preceding sentenceBusiness Day (provided there is no such reported closing sale price on such Business Day, beneficial ownership shall be determined in accordance with Section 13(dthen the average of the last-reported bid and ask prices on such Business Day); and "Warrant Value" means, for any warrant as of any date, the excess (if any) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) exercise price per share thereof over the Market Value of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise Common Stock as of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companysuch date.

Manner of Exercise. Subject to the provisions hereofterms and conditions of this Warrant, the Holder shall have the right to exercise this Warrant may be exercised by the holder hereofduring Exercise Period, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), delivering to the Company during normal business hours on any business day at the Company's principal executive offices Designated Office (or such other office or agency a) a Notice of Exercise, duly executed by the Holder, specifying the number of shares of Common Stock to be purchased, (b) payment of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, Warrant Price by certified or official bank check or check, (c) this Warrant and (d) in the event this Warrant is being exercised by wire transfer for any Person other than the account of Holder pursuant to this Section 2.2, it shall be accompanied by proof acceptable to the Company of the Exercise Price for right of such Person or Persons to exercise this Warrant. Upon receipt thereof, the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933Company shall, as amended promptly as practicable, execute (the "Securities Act"), delivery or cause to be executed) and deliver (or cause to be delivered) to the Company of Holder a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedof Common Stock issuable upon such exercise. The certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall request in the Notice of Exercise and shall be registered in the name of such holder or the Holder or, subject to the terms of this Warrant, such other name as shall be designated in the Notice of Exercise. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder and/or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the items specified in clauses (a) through (d) above are received by such holderthe Company. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing the shares of Common Stock being issued, deliver to the holder Holder a new Warrant representing warrant evidencing the number rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new warrant shall in all other respects be identical with respect to which this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if and the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay same returned to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accruedHolder. Notwithstanding anything in this Warrant any provision herein to the contrary, the Company shall not be required to register shares in no event shall the holder name of any Person who acquires this Warrant be entitled to exercise a number of Warrants (or portions thereofpart hereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common any Warrant Stock beneficially owned by the holder and its affiliates (other otherwise than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyWarrant.

Manner of Exercise. Subject From and after the Closing Date, and until 5:00 P.M., New York time, on the Expiration Date (the “Exercise Period”), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at its principal office or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice pursuant to the holder hereof)Section 12, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an Holder’s election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price as provided herein, and (iii) this Warrant. Such notice shall be substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within three Business Days thereafter, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall request in the notice and shall be registered in the name of such holder the Holder or if permitted pursuant to the terms of this Warrant such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with respect to which this Warrant, or at the request of the Holder, appropriate notation may be made on this Warrant shall not then have been exercisedand the same returned to the Holder. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for Payment of the Warrant Shares within three (3) business days after this Warrant is exercised, then Price may be made at the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% option of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of Holder by: (i) certified or official bank check payable to the number order of the Company, (ii) wire transfer of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a portion of shares of Common Stock beneficially owned then held by the holder Holder or issuable upon such exercise of this Warrant, which shall be valued and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through credited toward the ownership total Warrant Price due the Company for the exercise of the unexercised Warrants and Warrant based upon the unexercised or unconverted portion of any other securities Current Market Price of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of Common Stock. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject This Warrant shall be exercisable for all of the Warrant Shares on any date on and after the date of closing of the first Qualified Equity Offering to occur after the provisions hereofdate hereof (the “Start Date”), this so long as that date occurs on or before the Warrant may be exercised by Expiration Date, until the holder hereof, in whole or in part, by Warrant Expiration Date. At the surrender time of exercise of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at the Company's principal executive offices (or such other its office or agency of the Company as it may designate by notice maintained for this purpose pursuant to the holder hereof)§ 10, and upon (i) payment to the Company in cash, by a certified or official bank check or by wire transfer for checks payable to the account order of the Company of in an amount equal to the Exercise aggregate Purchase Price for the Warrant Shares specified as to which this Warrant is exercised. In the alternative, the Holder may, in the Exercise Agreement or (ii) if the resale exercise of the its sole and absolute discretion, exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a Fair Market Value equal to the Purchase Price that would otherwise have been paid by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) Holder for the Warrant Shares specified being issued pursuant to such exercise. Upon receipt of notice from the Holder hereof that such Holder wishes to exercise this Warrant, the Company shall, as promptly as practicable, and in the Exercise Agreement. The Warrant Shares so purchased shall be deemed any event within five (5) Business Days thereafter, execute or cause to be issued executed, and deliver to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedShares issuable upon such exercise. The stock certificate or certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder the Holder or such other name as shall be designated by in the related notice of exercise. Unless otherwise specified in such holder. If this Warrant shall have been exercised only in partnotice, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant one certificate representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the aggregate number of Warrant Shares that issued upon such exercise shall be so delivered. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder is entitled to multiplied by of record of such shares for all purposes, as of the Market Price (as hereinafter defined) for each day that date of and upon the Company fails to deliver certificates for Company’s receipt of such check or checks or other form of payment following notice of exercise on or after the Start Date and on or before the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyExpiration Date.

Manner of Exercise. Subject to the provisions hereof, this (a) This Call Warrant may be exercised by the holder hereofhereof (each, a "Warrant Holder"), in whole or in part, on any Call Date, set forth in a written notice delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Call Warrant to the Company during normal business hours Warrant Agent at its office set forth in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the Call Date; provided that such holder hereof), and upon (i) shall have made payment to the Company in cashWarrant Agent, by certified or official bank check or by wire transfer for or other immediately available funds acceptable to the account Warrant Agent, in the amount of the Company applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such Call Date, and such holder shall thereupon be entitled to delivery of the Exercise Price for Certificates in a Certificate Principal Amount equal to $25 per Call Warrant purchased hereunder in accordance with this Article I; provided further that the Warrant Shares specified Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the Exercise Agreement time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or (ii) if prior to the resale Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the Warrant Shares by opinion and the holder is not then registered solvency certificate required pursuant to an effective registration statement under Section 7(b)(iv) of the Securities Act Series Supplement. Such notice of 1933, as amended (the "Securities Act"), delivery to the Company exercise of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Call Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued notice of an Optional Exchange pursuant to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d7(a) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanySeries Supplement.

Manner of Exercise. Subject to such administrative regulations as the provisions hereofCommittee may from time to time adopt, this Warrant the Option may be exercised by the holder hereof, in whole or in part, by the surrender delivery of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by written notice to the holder hereof), and upon (i) payment to the Committee or designated Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set representative setting forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein Option is being madeto be exercised, would result in beneficial ownership by the holder and its affiliates date of more than 4.9% exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the outstanding shares of Common Stock. For purposes of to be purchased, payable to the immediately preceding sentence, beneficial ownership shall be determined Company in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided full in clause either: (i) in cash, or (ii) subject to prior approval by the Committee in its discretion, by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of the preceding sentence. Notwithstanding anything exercise equal to the contrary contained hereintotal Option Price, or (iii) subject to prior approval by the limitation on exercise Committee in its discretion, by a combination of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company ), and (ii) above. The Committee, in its discretion, also may allow the approval Option Price to be paid with such other consideration as shall constitute lawful consideration for the issuance of Shares (including, without limitation, effecting a “cashless exercise” with a broker of the Option), subject to applicable securities law restrictions and tax withholdings, or by any other means which the Committee determines to be consistent with the Plan’s purpose and applicable law. A “cashless exercise” of an Option is a procedure by which a broker provides the funds to the Optionee to effect an Option exercise, to the extent consented to by the Committee in its discretion. At the direction of the Optionee, the broker will either (i) sell all of the Shares received when the Option is exercised and pay the Optionee the proceeds of the sale (minus the Option Price, withholding taxes and any fees due to the broker) or (ii) sell enough of the Shares received upon exercise of the Option to cover the Option Price, withholding taxes and any fees due the broker and deliver to the Optionee (either directly or through the Company) a stock certificate for the remaining Shares. As soon as practicable after receipt of a majority written notification of shareholders exercise and full payment, the Company shall deliver, or cause to be delivered, to or on behalf of the Optionee, in the name of the Optionee or other appropriate recipient, Share certificates for the number of Shares purchased under the Option. Such delivery shall be effected for all purposes when the Company or a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee or other appropriate recipient. If the Optionee fails to pay for any of the Shares specified in such notice or fails to accept delivery thereof, then the Option, and right to purchase such Shares may be forfeited by the Company.

Manner of Exercise. Subject to the provisions hereof, this This Warrant may be exercised by the holder Holder hereof (but only on the conditions hereinafter set forth) as to all or any increment or increments of one thousand (1,000) Shares (or the balance of the Shares if less than 1,000), upon delivery to the Company at the following address: 0000 Xxxxxxxxx Xxxxxxxxxx Way, Sarasota, Florida 34243 or such other address as the Company shall designate in a written notice to the Holder hereof, of the Notice of Exercise in whole or in partthe form of Annex A hereto, by duly completed and executed on behalf of the surrender of this WarrantHolder, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), this Warrant and upon (i) payment to the Company in cashof the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or check, (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to surrender by the Holder for cancellation of Debentures or any portion thereof having an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery outstanding principal balance at least equal to the aggregate Exercise Price, or (iii) by a combination of (i) and (ii) above. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable, and in any event within ten (10) days thereafter, execute and deliver to the Holder of this Warrant a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) certificate or certificates for the Warrant total number of whole Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on for which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be is being exercised in such names and denominations as may be are requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holderHolder. If this Warrant shall have been be exercised only in part, then, unless this Warrant has expiredwith respect to less than all of the Shares, the Company shall, at its expense, at the time of delivery of such certificates, deliver Holder shall be entitled to the holder receive a new Warrant representing covering the number of shares with Shares in respect to of which this Warrant shall not then have been exercised. In addition to , which new Warrant shall in all other available remedies at law or respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% respect of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder issuance of this Warrant be entitled to exercise a number or the issuance of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) any Shares upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyWarrant.

Manner of Exercise. Subject to From and after the provisions hereofdate hereof and ------------------ until 5:00 P.M., New York time, on the Expiration Date, the holder may exercise this Warrant may be exercised by for all or any part of the holder hereofnumber of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), holder shall deliver to the Company during normal business hours on any business day at its office at 2 California Plaza, 000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice pursuant to the holder hereof)Section 11, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an the holder's election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price in the Exercise Agreementmanner provided below, and (iii) this Warrant. The Warrant Shares so purchased Such notice shall be deemed substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Common Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by such holder shall request in the holder hereof notice and shall be registered in the name of such the holder or or, subject to Section 8, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash, check or checks and/or securities, if any, and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such holdershares have been paid. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant representing evidencing the number rights of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (to purchase the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of unpurchased shares of Common Stock beneficially owned called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by cash, wire transfer to an account in a bank located in the United States designated for such purpose by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised Company, or unconverted portion of any other securities of certified or official bank check, or by transfer to the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Series B Preferred Stock issuable upon exercise or Series C Preferred Stock, or any combination thereof. In the event of the Warrants (application shares of Series B Preferred Stock or portions thereof) Series C Preferred Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price shall be the Initial Stated Value per share, in the case of any such application prior to the consummation of the Recapitalization, or the Post-Recapitalization Stated Value per share, in the case of any such application after the consummation of the Recapitalization, in each case, plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared, to the date of such exercise, provided that no such credit shall be made with respect to which the determination described herein is being made, would result in beneficial ownership by any such dividends if the holder and its affiliates of more than 4.9% of such shares held such shares on the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyrecord date therefor.

Manner of Exercise. (a) Subject to the provisions hereofSection 3.02(b), this Warrant Warrants may be exercised by a Holder in full or in part by delivering, not later than 5:00 p.m., New York time, on any Business Day (the holder hereof“Exercise Date”) to the Warrant Agent at its office: (i) the related Warrant Certificate, in whole or the case of Warrants issued in part, by the surrender of this Warrant, together with a completed exercise agreement certificated form; (ii) an election to purchase Common Stock in the form attached hereto included in Exhibit A, duly filled in and signed by the Holder, and (ii) payment, for the "Exercise Agreement")account of the Company, of an amount equal to the Company during normal business hours on product of (1) the Exercise Price and (2) the number of Warrants being exercised by such Holder (including any business day at the Company's principal executive offices (or fractional Warrant held by such other office or agency of the Company as it may designate by notice to the holder hereofHolder and included in such election), and upon (i) . Such payment to the Company shall be made in cash, United States dollars by certified or official bank check payable to the order of the Company or by wire transfer for the of funds to an account of designated by the Company of for such purpose. In the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company case of a written notice of an election to effect Global Warrant, any Person with a "Cashless Exercise" (as defined beneficial interest in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Global Warrant shall have been surrendered, effect compliance with the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified requirements in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of clauses (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) above through the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined relevant Agent Member in accordance with Section 13(d) the procedures of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) Depository. If any of the preceding sentenceWarrant Certificate, the form of election to purchase Common Stock or the Exercise Price therefor is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. Notwithstanding anything If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day which is a Business Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the contrary contained herein, Warrant Agent will be returned to the limitation Holder as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyWarrants.

Manner of Exercise. Subject to such administrative regulations as the provisions hereofCompany may from time to time adopt, this Warrant the Stock Option may be exercised by the holder hereof, in whole or in part, by the surrender delivery of this Warrant, together with a completed an exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof)Company, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations form and substance as may be requested prescribed by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in partCompany, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing setting forth the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Optioned Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein Stock Option is being madeto be exercised, would result in beneficial ownership by the holder and its affiliates date of more than 4.9% exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Exercise Price of the outstanding shares of Common Stock. For purposes Optioned Shares to be purchased, payable as follows: cash, cashier’s check, or certified check payable to the order of the immediately preceding sentenceCompany. Upon payment of all amounts due from the Optionee, beneficial ownership the Company shall cause certificates for the Optioned Shares then being purchased to be determined delivered to the Optionee (or the person exercising the Optionee’s Stock Option in accordance with Section 13(dthe event of his death) at its principal business office promptly after the Exercise Date. The obligation of the Securities Exchange Act Company to deliver such Optioned Shares shall, however, be subject to the condition that if at any time the Company shall determine in its discretion that the listing, registration, or qualification of 1934the Stock Option or the Optioned Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as amendeda condition of, and Regulation 13D-G or in connection with, the Stock Option or the issuance or purchase of the Optioned Shares thereunder, except as otherwise provided in clause (i) of then the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein Stock Option may not be amended without (i) exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the written consent Company. If the Optionee fails to pay for any of the holder hereof Optioned Shares specified in such notice or fails to accept delivery thereof, then the Company may cause the Stock Option and the Company and (ii) right to purchase such Optioned Shares to be forfeited by the approval of a majority of shareholders of the CompanyOptionee.

Manner of Exercise. Issuance of Certificates; Payment for --------------------------------------------------------- Shares. ------ Subject to the provisions hereof, this Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official offi cial bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Manner of Exercise. Subject From and after the Closing Date and until 6:00 p.m., New York time, on the Expiration Date, the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, the Holder shall surrender this Warrant to the Company at its principal office at 100 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx Xxxx, Xxxxxxxx, or at the office or agency designated by the surrender of this WarrantCompany pursuant to Section 12, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency written notice of the Company as it may designate by Holder’s election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to the holder hereof)be purchased, and upon (i) shall be accompanied by payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in cash or wire transfer or cashier’s check drawn on a United States bank. Such notice shall be substantially in the Exercise Agreement or (ii) if the resale form of the subscription form appearing at the end of this Warrant Shares as Exhibit A, duly executed by the holder is not then registered pursuant Holder or its agent or attorney. Upon receipt of the items referred to an effective registration statement under above, the Securities Act of 1933Company shall, as amended (the "Securities Act")promptly as practicable, delivery and in any event within three Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Company of Holder a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Common Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall request in the notice and shall be registered in the name of such holder or the Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become the holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or wire transfer of funds and this Warrant, is received by the Company as described above and all taxes required to be paid by the Holder, if any, pursuant to Section 2.2 prior to the issuance of such holdershares have been paid. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with respect to which this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if and the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay same returned to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accruedHolder. Notwithstanding anything in this Warrant any provision herein to the contrary, the Company shall not be required to register shares in no event shall the holder name of any Person who acquired this Warrant be entitled to exercise a number of Warrants (or portions thereofpart hereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common any Warrant Stock beneficially owned by the holder and its affiliates (other otherwise than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyWarrant.

Manner of Exercise. Subject From and after the Closing Date, and until 5:00 P.M., New York time, on the Expiration Date (the "Exercise Period"), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at its principal office or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice pursuant to the holder hereof)Section 12, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an Holder's election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price as provided herein, and (iii) this Warrant. Such notice shall be substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall request in the notice and shall be registered in the name of such holder the Holder or such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with respect to which this Warrant, or at the request of the Holder, appropriate notation may be made on this Warrant shall not then have been exercisedand the same returned to the Holder. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for Payment of the Warrant Shares within three (3) business days after this Warrant is exercised, then Price may be made at the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% option of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of Holder by: (i) certified or official bank check payable to the number order of the Company, (ii) wire transfer to the account of the Company or (iii) commencing one year following the Closing Date, the surrender and cancellation of a portion of shares of Common Stock beneficially owned then held by the holder Holder or issuable upon such exercise of this Warrant, which shall be valued and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through credited toward the ownership total Warrant Price due the Company for the exercise of the unexercised Warrants and Warrant based upon the unexercised or unconverted portion of any other securities Current Market Price of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of Common Stock. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject Holder may exercise this Warrant in whole or in ------------------ part in -3- accordance with the terms hereof by mailing or personally delivering to the provisions hereofCompany (i) this Warrant, (ii) a Notice of Exercise in the form of Exhibit I --------- hereto duly executed by Holder and (iii) payment of the Exercise Price per share, such payment to be in the form of cash, a certified or official bank check made payable to the Company, or a wire transfer of funds to an account designated by the Company, or any combination of the foregoing, together with all federal and state excise taxes applicable upon such exercise. Upon receipt by the Company of this Warrant, the Notice of Exercise and such payment, this Warrant may shall be deemed to have been exercised by with respect to the number of shares of Common Stock subject to such exercise and specified in the Notice of Exercise, and Holder shall thereupon become the holder hereofof record of the shares of Common Stock issuable upon such exercise, notwithstanding the fact that the stock transfer books of the Company may then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to Holder. As soon as practicable after any exercise, in whole or in part, by of the surrender of this Warrant, together with a completed exercise agreement and in the form attached hereto any event within ten (the "Exercise Agreement")10) Business Days thereafter, to the Company during normal business hours on any business day at will deliver to Holder a stock certificate or certificates representing the Company's principal executive offices (or such other office or agency shares of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares Common Stock so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered with such certificate or certificates to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such name(s) and such denominations as Holder may be requested by the holder hereof and shall be registered specify in the name Notice of such holder or such other name as shall be designated by such holderExercise. If this Warrant shall have been is exercised only in part, then, unless this Warrant has expiredfor less than all of the shares of Common Stock subject hereto, the Company shall, at its expenseupon such exercise and surrender of this Warrant for cancellation, at the time of delivery of such certificates, promptly execute and deliver to the holder Holder a new Warrant representing of like tenor evidencing the number right of shares with respect Holder to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if purchase the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number balance of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companypurchasable hereunder.

Manner of Exercise. Subject to the provisions hereof, this This Warrant may only be exercised by the holder Holder hereof, in accordance with the terms and conditions hereof, in whole or in part, by the surrender part with respect to any portion of this Warrant, together with a completed exercise agreement in the form attached hereto into shares of Common Stock (the "Exercise Agreement"“Warrant Shares”), to the Company during normal business hours on any business day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”) on or prior to the Expiration Date with respect to such portion of this Warrant, by surrender of this Warrant to Mateon at its office maintained pursuant to Section 12.2(a) hereof, accompanied by an exercise notice (the Company's principal executive offices “Exercise Notice”) in substantially the form attached to this Warrant as Exhibit A (or such other office or agency of a reasonable facsimile thereof) duly executed by the Company as it may designate by notice to Holder, together with the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery Price. Anything to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrarycontrary notwithstanding, in no event shall the holder of this Warrant Holder be entitled to exercise a number any portion of Warrants (or portions thereof) this Warrant in excess of the number that portion of Warrants (or portions thereof) this Warrant upon exercise of which the sum of (i1) the number of shares of Common Stock beneficially owned by the holder Holder and its the Holder’s affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and portion of the Warrant or the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) Company’s securities subject to a limitation on conversion or exercise analogous to the limitation limitations contained herein) and (ii2) the number of shares of Common Stock issuable upon the exercise of the Warrants (or portions thereof) portion of this Warrant with respect to which the determination described herein of this proviso is being made, would result in beneficial ownership by the holder Holder and its affiliates of more than 4.99.99% of the outstanding shares of Common StockStock (the “Ownership Limitation”). For purposes of the immediately preceding sentence, beneficial Beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 19341934 (the “Exchange Act”), and Regulations 13D - G thereunder; provided, further, that the limitations on exercised may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and the provisions of the exercise limitation shall continue to apply until such 61st day (or such later date, as amendeddetermined by the Holder, and Regulation 13D-G thereunder, except as otherwise provided may be specified in clause (i) such notice of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companywaiver).

Manner of Exercise. Subject to the provisions hereof, To exercise this Warrant may be exercised by the holder hereof, in whole or in part, by the surrender Holder shall deliver on any Business Day to the Company at its principal place of business (a) this Warrant, together with (b) a completed exercise agreement written notice in substantially the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by Subscription Notice attached hereto, of the Holder's election to exercise this Warrant, which notice shall specify the number of shares to be purchased (which shall be a whole number of Shares if for less than all the holder hereofShares then issuable hereunder), and upon (ic) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for with respect to such Shares. Such payment may be made by cash, certified or bank cashier's check or wire transfer in an amount equal to the Warrant Shares specified in product of (i) the Exercise Agreement or Price times (ii) if the resale number of the Warrant Shares by the holder is not then registered pursuant Interests as to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrenderedis being exercised. The Company shall, the completed Exercise Agreement shall have been as promptly as practicable and in any event within seven days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, and payment shall have been made for in accordance with such shares as set forth above. Certificates for the Warrant Shares so purchasednotice, a certificate or certificates representing the aggregate number of shares a share of Common Stock specified in the Exercise Agreement, shall be delivered to the holder hereof within said notice together with cash in lieu of any fractions of a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedshare of Common Stock as provided in Section 2.5. The certificate or certificates so delivered shall be in such denominations as may be requested by the holder hereof specified in such notice, and shall be registered issued in the name of such holder the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other Person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by such holderthe Company. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificate or certificates, deliver to the holder Holder a new Warrant representing evidencing the number of shares with respect right to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if purchase the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of remaining shares of Common Stock beneficially owned called for by this Warrant, which new Warrant shall, in all other respects be identical with this Warrant, or, at the holder and its affiliates (other than shares request of Common Stock which the Holder, appropriate notation may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation made on conversion or exercise analogous this Warrant which shall then be returned to the limitation contained herein) Holder. The Company shall pay all expenses, stamp, documentary and (ii) similar taxes and other charges payable in connection with the number preparation, issuance and delivery of shares of Common Stock issuable upon exercise of the share certificates and new Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of under this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyprovision.

Manner of Exercise. Subject From and after the date hereof and until 5:00 P.M., California time, on the Expiration Date, but subject to SECTION 2.4, the provisions hereof, holder may exercise this Warrant may be exercised by for all or any part of the holder hereofnumber of shares of Warrant Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), holder shall deliver to the Company during normal business hours on any business day at its office at 4540 Valerio Street, Burbank, California 91505, or at the Company's principal executive offices (or such other office or agency of agxxxx xxxxxxxxxx xx the Company as it may designate by notice pursuant to the holder hereof)Article 12, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an the holder's election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price in the Exercise Agreementmanner provided below, and (iii) this Warrant. The Warrant Shares so purchased Such notice shall be deemed substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by such holder shall request in the holder hereof notice and shall be registered in the name of such the holder or or, subject to Article 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such holdershares of Warrant Stock have been paid. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant representing evidencing the number rights of the holder to purchase the unpurchased shares of Warrant Stock called for by this Warrant, which new Warrant shall in all other respects be identical with respect to which this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant shall not then have been exercisedand the same returned to the holder. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for Payment of the Warrant Shares within three Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) business days after this Warrant is exercisedcertified or official bank check, then (4) transfer to the Company shall pay of shares of Common Stock, including shares to be issued upon the holder in cash a penalty exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the "Penalty") equal to 2% event of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number application of shares of Common Stock beneficially owned by to the holder and its affiliates (other than shares payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock which may so applied shall be deemed beneficially owned through the ownership average Market Price of the unexercised Warrants and Common Stock for the unexercised or unconverted portion of any other securities of ten Trading Day period ending on the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous Trading Day immediately prior to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companypayment date.

Manner of Exercise. Subject to the provisions hereofof this Agreement, this each Warrant shall entitle the Holder thereof to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable Warrant Share evidenced by the Warrant Certificate at a price equal to the Exercise Price. All or any of the Warrants represented by a Warrant Certificate may be exercised prior to the Expiration Date by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company registered Holder thereof during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate Business Day, by notice to the holder hereof), and upon (i) payment surrendering such Warrant Certificate, and (ii) delivering the subscription form set forth therein duly executed by such Holder, and in each case by hand or by mail to the Company Warrant Agent at the Warrant Agent’s Principal Office. Such Warrant Certificate and subscription form shall be accompanied by payment in cashfull in respect of each Warrant that is exercised (in the aggregate, the “Aggregate Exercise Price”), which shall be made by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer for to the account of the Company of the Warrant Agent in immediately available funds. The Aggregate Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver an amount equal to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% product of the number of Warrant Shares that the holder is entitled to designated in such subscription form multiplied by the Market Exercise Price (plus such additional consideration as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Sharesmay be provided herein). For exampleUpon such surrender and payment, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company such Holder shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant thereupon be entitled to exercise a number of Warrants (or portions thereof) in excess of receive the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder duly authorized, validly issued, fully paid and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred nonassessable Warrant Shares (determined as such terms are defined provided in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended3, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything and if adjusted pursuant to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanySection 6.

Manner of Exercise. Subject From and after the Vesting Date unless cancelled prior to such date and until 5:00 P.M., New York City time, on the provisions hereofExpiration Date, Holder may exercise this Warrant may be exercised by Warrant, on any Business Day, for all or any part of the holder hereofnumber of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at the office or agency designated by the surrender Company pursuant to Section 12, (i) a written notice of Holder’s election to exercise this Warrant, together with a completed exercise agreement in which notice shall specify the form attached hereto number of shares of Common Stock to be purchased, (the "Exercise Agreement")ii) payment by cash, check or bank draft payable to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company Warrant Price in cash, by certified or official bank check cash or by wire transfer or cashier’s check drawn on a United States bank for all shares then being purchased and (iii) this Warrant. Such notice shall be substantially in the account form of the Company subscription form appearing at the end of this Warrant as Exhibit 1, duly executed by Holder or its agent or attorney. Upon receipt of the Exercise Price for the Warrant Shares specified items referred to in the Exercise Agreement or clauses (i), (ii) if and (iii) above, the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933Company shall, as amended promptly as practicable, and in any event within five (the "Securities Act")5) Business Days thereafter, delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed execute or cause to be issued executed and deliver or cause to the holder hereof be delivered to Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so deliv­ered shall be, to the extent possible, in such denomination or denominations as Holder shall request in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof notice and shall be registered in the name of such holder or Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by such holderpayment to the Company of the Warrant Price. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number rights of Holder to purchase the unpurchased shares with respect to of Common Stock called for by this Warrant, which this new Warrant shall not then have been exercised. In addition to in all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after respects be identical with this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant SharesWarrant. The Penalty Holder shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise the Warrant notwithstanding the commencement of any case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”). In the event the Company is a number of Warrants (or portions thereof) debtor under the Bankruptcy Code, the Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in excess respect of the number of Warrants (or portions thereof) upon Holder’s exercise of which right. The Company hereby waives to the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which fullest extent permitted any rights to relief it may be deemed beneficially owned through the ownership have under 11 U.S.C. § 362 in respect of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (Warrant. The Company agrees, without cost or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything expense to the contrary contained hereinHolder, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written to take or consent of the holder hereof to any and the Company and (ii) the approval of a majority of shareholders of the Companyall action necessary to effectuate relief under 11 U.S.C. § 362.

Manner of Exercise. Subject to the provisions terms and conditions hereof, this Warrant may be exercised by the holder hereofHolder on any day on or after the Commencement Date, in whole or in part, by the surrender delivery (whether via facsimile or otherwise) of this Warranta written notice, together with a completed exercise agreement in the form attached hereto as Exhibit A (the "“Exercise Agreement"Notice”), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company Holder’s election to exercise this Warrant. Within one (1) day following an exercise of this Warrant as it may designate by notice to aforesaid, the holder hereof), and upon (i) Holder shall deliver payment to the Company of an amount equal to the Warrant Price in cash, effect on the date of such exercise multiplied by certified the number of Warrant Shares as to which this Warrant was so exercised (the “Aggregate Warrant Price”) in cash or official bank check or by via wire transfer for of immediately available funds. The Holder shall not be required to deliver the account original of the Company this Warrant in order to effect an exercise hereunder. Execution and delivery of the an Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale Notice with respect to less than all of the Warrant Shares by shall have the holder is not then registered pursuant to an effective registration statement under same effect as cancellation of the Securities Act original of 1933, as amended (the "Securities Act"), delivery to the Company this Warrant and issuance of a written notice new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an election to Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect a "Cashless Exercise" (as defined in Section 11(c) below) for cancellation of the original of this Warrant after delivery of the Warrant Shares specified in accordance with the Exercise Agreementterms hereof. The Warrant Shares so purchased shall be deemed to be issued to On or before the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on first day following the date on which the Company has received the Aggregate Warrant Price, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Aggregate Warrant Price, in the form attached hereto as Exhibit B, to the Holder. On or before the 10th day following the date on which the Company has received such Aggregate Warrant Price, the Company shall issue to the Holder the number of Warrant Shares for which this Warrant shall have has been surrenderedexercised. If this Warrant is submitted in connection with any exercise pursuant to this Section 4.1 and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder, the completed Exercise Agreement Company shall have been delivered, as soon as practicable and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding no event later than three (3) business days, Business Days after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof any exercise and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its own expense, at the time of delivery of such certificates, issue and deliver to the holder Holder (or its designee) a new Warrant (in accordance with Section 9)) representing the right to purchase the number of shares Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant shall not then have been is exercised. In addition No fractional shares of Common Stock are to all other available remedies at law or in equity, if be issued upon the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder exercise of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) Warrant, but rather the number of shares of Common Stock beneficially owned to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the holder Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and its affiliates (irrespective of any other than circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, Warrant as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything required pursuant to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyterms hereof.

Manner of Exercise. Subject to the provisions hereof, this This Warrant may only be exercised by the holder Holder hereof, in accordance with the terms and conditions hereof, in whole or in part, by the surrender part with respect to any portion of this Warrant, together with a completed exercise agreement in the form attached hereto into shares of Common Stock (the "Exercise Agreement"“Warrant Shares”), to the Company during normal business hours on any business day at the Company's principal executive offices other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”) on or such other office or agency of the Company as it may designate by notice prior to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares Expiration Date with respect to which such portion of this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equityWarrant, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% by surrender of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contraryCompany at its office maintained pursuant to Section 12.2(a) hereof, accompanied by an exercise notice (the “Exercise Notice”) in substantially the form attached to this Warrant as Exhibit A (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the Warrant Price. Anything to the contrary notwithstanding, in no event shall the holder of this Warrant Holder be entitled to exercise a number any portion of Warrants (or portions thereof) this Warrant in excess of the number that portion of Warrants (or portions thereof) this Warrant upon exercise of which the sum of (i1) the number of shares of Common Stock beneficially owned by the holder Holder and its the Holder’s affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and portion of the Warrant or the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) Company’s securities subject to a limitation on conversion or exercise analogous to the limitation limitations contained herein) and (ii2) the number of shares of Common Stock issuable upon the exercise of the Warrants (or portions thereof) portion of this Warrant with respect to which the determination described herein of this proviso is being made, would result in beneficial ownership by the holder Holder and its affiliates of more than 4.99.99% of the outstanding shares of Common StockStock (the “Ownership Limitation”). For purposes of the immediately preceding sentence, beneficial Beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 19341934 (the “Exchange Act”), and Regulations 13D - G thereunder; provided, further, that the limitations on exercised may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and the provisions of the exercise limitation shall continue to apply until such 61st day (or such later date, as amendeddetermined by the Holder, and Regulation 13D-G thereunder, except as otherwise provided may be specified in clause (i) such notice of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companywaiver).

Manner of Exercise. Subject to the provisions hereof, The Holder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by immediately, but not after the surrender of this WarrantExpiration Date, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate Trading Day by notice to the holder hereof), and upon (i) payment surrendering this Warrant to the Company in cash, by certified or official bank check or by wire transfer for at the account principal office of the Company Company, accompanied by a Warrant Exercise Form in substantially the form annexed hereto duly executed by the Buyer and by payment of the Warrant Exercise Price for the number of shares of Warrant Shares specified for which this Warrant is then exercisable, either (i) in the Exercise Agreement or immediately available funds, (ii) if the resale by delivery of the Warrant Shares an instrument evidencing indebtedness owing by the holder is not then registered pursuant Company to an effective registration statement under the Securities Act Holder in the appropriate amount, (iii) by authorizing the Company to retain shares of 1933, as amended Common Stock which would otherwise be issuable upon exercise of this Warrant (the "Securities Act"in accordance with Section 2.4 hereof) or (iv) in a combination of (i), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(cii) belowor (iii) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designeeabove, as the record owner of such sharesprovided, as of the close of business on the date on which this Warrant shall have been surrenderedhowever, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant Holder be entitled to exercise this Warrant for a number of Warrants (or portions thereof) Warrant Shares in excess of the that number of Warrants (or portions thereof) Warrant Shares which, upon exercise of which giving effect to such exercise, would cause the sum of (i) the aggregate number of shares of Common Stock beneficially owned by the holder and its affiliates (other than Holder to exceed 9.9% of the outstanding shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock which may would be deemed issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned through by the ownership Holder and (ii) exercise or conversion of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including beneficially owned by the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) . Except as set forth in the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being madepreceding sentence, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For for purposes of the immediately preceding sentencethis paragraph, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of . The Holder may waive the preceding sentence. Notwithstanding anything foregoing limitation by written notice to the contrary contained herein, Company upon not less than 61 days prior written notice (with such waiver taking effect only upon the limitation on exercise expiration of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companysuch 61 day notice period).

Manner of Exercise. Subject From and after the date of issuance hereof and until 5:00 P.M., New York time, on the Expiration Date (the “Exercise Period”), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, the Holder shall deliver to the Company at its principal office or at the office or agency designated by the surrender Company pursuant to Section 12, (i) a written notice of Holder’s election to exercise this Warrant, together with a completed which notice shall specify the number of shares of Warrant Stock to be purchased, (ii) payment of the Warrant Price as provided herein, and (iii) upon exercise agreement of this Warrant in full, this Warrant. Such notice shall be substantially in the form attached hereto (of the "Exercise Agreement")subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within three Business Days thereafter, electronically transmit the Common Stock issuable upon exercise hereof to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cashHolder, by certified or official bank check or by wire transfer for crediting the account of the Holder’s prime broker with Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system using the Fast Automated Securities Transfer (“FAST”) program. The parties agree to coordinate with DTC to accomplish this objective. In lieu of such electronic delivery through DWAC, the Exercise Price for Company shall, to the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares extent requested by the holder is not then registered pursuant Holder or required by law, execute or cause to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery be executed and deliver or cause to be delivered to the Company of Holder a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this of Warrant shall have been so exercisedStock issuable upon exercise hereof. The time periods for delivery of physical certificates evidencing the Warrant Shares are the same as those described above. Any stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall request in the notice and shall be registered in the name of such holder the Holder or such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice to exercise is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, if not effected using book entry as described below, deliver to the holder Holder a new Warrant representing evidencing the number rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with respect to which this Warrant, or at the request of the Holder, appropriate notation may be made on this Warrant shall not then have been exercisedand the same returned to the Holder. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for Payment of the Warrant Shares within three (3) business days after this Warrant is exercised, then Price may be made at the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% option of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of Holder by: (i) certified or official bank check payable to the number order of the Company, (ii) wire transfer to the account of the Company or (iii) the surrender and cancellation of a portion of shares of Common Stock beneficially owned then held by the holder Holder or issuable upon such exercise of this Warrant, which shall be valued and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through credited toward the ownership total Warrant Price due the Company for the exercise of the unexercised Warrants and Warrant based upon the unexercised or unconverted portion of any other securities Current Market Price of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of Common Stock. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject From and after the Closing Date, and until 5:00 P.M., New York time, on the Expiration Date (the “Exercise Period”), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder, subject to the provisions hereof, terms and conditions of this Warrant may be exercised by the holder hereofWarrant. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at its principal office or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice to the holder hereof)provided herein, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an Holder’s election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price as provided herein, and (iii) this Warrant. Such notice shall be irrevocable and substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt thereof, the Company shall, as promptly as reasonably practicable, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall reasonably request in the notice and shall be registered in the name of such holder the Holder or if permitted pursuant to the terms of this Warrant such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% rights of the number of Warrant Shares that Holder to purchase the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of unpurchased shares of Common Stock beneficially owned called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or at the holder and its affiliates (other than shares request of Common Stock which the Holder, appropriate notation may be deemed beneficially owned through made on this Warrant and the ownership same returned to the Holder. Payment of the unexercised Warrants and Warrant Price may be made at the unexercised or unconverted portion of any other securities option of the Company Holder by: (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)i) subject to a limitation on conversion certified or exercise analogous official bank check payable to the limitation contained herein) and order of the Company, or (ii) wire transfer of immediately available funds to the number account of the Company. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject to the provisions hereof, The Holder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by immediately, but not after the surrender of this WarrantExpiration Date, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment surrendering this Warrant to the Company in cash, by certified or official bank check or by wire transfer for at the account principal office of the Company Company, accompanied by a Warrant Exercise Form in substantially the form annexed hereto duly executed by the Buyer and by payment of the Warrant Exercise Price for the number of shares of Warrant Shares specified for which this Warrant is then exercisable, either (i) in the Exercise Agreement or immediately available funds, (ii) if by delivery of an instrument evidencing indebtedness owing by the resale Company to the Holder in the appropriate amount, (iii) by authorizing the Company to retain shares of Common Stock which would otherwise be issuable upon exercise of this Warrant having a fair market value (defined as the last reported Closing Sale Price of the Common Stock on the date immediately preceding the date of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(cExercise notice) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing of delivery equal to the aggregate number Warrant Exercise Price, or (iv) in a combination of shares specified in the Exercise Agreement(i), shall be delivered to the holder hereof within a reasonable time(ii) or (iii) above, not exceeding three (3) business daysprovided, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in parthowever, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant Holder be entitled to exercise this Warrant for a number of Warrants (or portions thereof) Warrant Shares in excess of the that number of Warrants (or portions thereof) Warrant Shares which, upon exercise of which giving effect to such exercise, would cause the sum of (i) the aggregate number of shares of Common Stock beneficially owned by the holder Holder and its affiliates (other than to exceed 9.9% of the outstanding shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock which may would be deemed issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned through by the ownership Holder and its affiliates and (ii) exercise or conversion of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including beneficially owned by the Notes Holder and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) its affiliates subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) . Except as set forth in the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being madepreceding sentence, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For for purposes of the immediately preceding sentencethis paragraph, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of . The Holder may waive the preceding sentence. Notwithstanding anything foregoing limitation by written notice to the contrary contained herein, Company upon not less than 61 days prior written notice (with such waiver taking effect only upon the limitation on exercise expiration of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companysuch 61 day notice period).

Manner of Exercise. Subject to such administrative regulations as the provisions hereofCommittee may from time to time adopt, this Warrant the Stock Option may be exercised by the holder hereofdelivery of written notice to the Committee (the “Exercise Notice”) setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised, the date of exercise thereof (the “Exercise Date”). On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company, (b) if the Company, in its sole discretion, so consents in writing, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered. Upon payment of all amounts due from the Participant, the Company shall cause the Common Stock then being purchased to be registered in the Participant’s name (or the person exercising the Participant’s Stock Option in the event of his death), but shall not issue certificates for such Common Stock unless the Participant or such other person requests delivery of certificates for such Common Stock in accordance with Section 8.3(c) of the Plan. The obligation of the Company to register shares of Common Stock shall, however, be subject to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in partpart unless such listing, by the surrender registration, qualification, consent, or approval shall have been effected or obtained free of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), any conditions not reasonably acceptable to the Company during normal business hours on Committee. If the Participant fails to pay for any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Optioned Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written such notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercisedof the date in the Exercise Notice or fails to accept delivery thereof, then the Company Exercise Notice shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that be null and void and the Company fails will have no obligation to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of any shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) Participant in connection with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companysuch Exercise Notice.

Manner of Exercise. Subject to such administrative regulations as the provisions hereofCommittee may from time to time adopt, this Warrant the Option may be exercised by the holder hereof, in whole or in part, by the surrender delivery of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by written notice to the holder hereof), and upon (i) payment to the Committee or designated Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set representative setting forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein Option is being madeto be exercised, would result in beneficial ownership by the holder and its affiliates date of more than 4.9% exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Optionee shall deliver to the Company consideration with a value equal to the total Option Price of the outstanding shares of Common Stock. For purposes of to be purchased, payable to the immediately preceding sentence, beneficial ownership shall be determined Company in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided full in clause either: (i) in cash, or (ii) subject to prior approval by the Committee in its discretion, by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of the preceding sentence. Notwithstanding anything exercise equal to the contrary contained hereintotal Option Price, or (iv) subject to prior approval by the limitation on exercise Committee in its discretion, by a combination of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company ), and (ii) above. The Committee, in its discretion, also may allow the approval Option Price to be paid with such other consideration as shall constitute lawful consideration for the issuance of Shares (including, without limitation, effecting a “cashless exercise” with a broker of the Option), subject to applicable securities law restrictions and tax withholdings, or by any other means which the Committee determines to be consistent with the Plan’s purpose and applicable law. A “cashless exercise” of an Option is a procedure by which a broker provides the funds to the Optionee to effect an Option exercise, to the extent consented to by the Committee in its discretion. At the direction of the Optionee, the broker will either (i) sell all of the Shares received when the Option is exercised and pay the Optionee the proceeds of the sale (minus the Option Price, withholding taxes and any fees due to the broker) or (ii) sell enough of the Shares received upon exercise of the Option to cover the Option Price, withholding taxes and any fees due the broker and deliver to the Optionee (either directly or through the Company) a stock certificate for the remaining Shares. As soon as practicable after receipt of a majority written notification of shareholders exercise and full payment, the Company shall deliver, or cause to be delivered, to or on behalf of the Optionee, in the name of the Optionee or other appropriate recipient, Share certificates for the number of Shares purchased under the Option. Such delivery shall be effected for all purposes when the Company or a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee or other appropriate recipient. If the Optionee fails to pay for any of the Shares specified in such notice or fails to accept delivery thereof, then the Option, and right to purchase such Shares may be forfeited by the Company.

Manner of Exercise. Subject Within ten (10) business days of the exercise of all or any part of this Option by the Holder, as herein provided, the Corporation shall cause to be issued in the name of and delivered to the provisions hereof, this Warrant Holder a certificate or certificates for the Option Shares of voting common stock so purchased. The Corporation covenants and agrees that all the Option Shares of the voting common stock which may be exercised issued and delivered upon the due exercise of this Option by the holder hereofHolder shall, in whole upon such issuance and delivery, be fully paid and non-assessable. The Corporation agrees at all times to reserve and hold available a sufficient number of Option Shares of the authorized but unissued voting common stock of the Corporation, or in partthe voting common stock of the Corporation held as treasury stock, by to cover the surrender Option Shares of the voting common stock issuable upon the exercise of this Warrant, together Option. The Holder by acceptance of this Option hereby agrees that at the time of any exercise of this Option he will sign a written agreement with the Corporation in which he represents that he is then purchasing the Option Shares of the voting common stock being thus purchased for investment and not with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), view to the Company during normal business hours on any business day at offer for sale or the Company's principal executive offices (distribution thereof and agrees not to assign, hypothecate, pledge, sell or otherwise transfer with or without consideration such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Option Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered except pursuant to an effective registration statement under (which shall be effective with the United States Securities Act and Exchange Commission and/or any applicable laws of 1933any State) or in a transaction which is exempt from registration. In order to enforce the restrictions imposed upon any Option Shares issued by the Corporation pursuant to this Agreement, as amended (the "Securities Act")Corporation may cause a legend(s) to be placed on any certificate representing Option Shares, delivery which legend(s) shall make appropriate reference to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for restrictions imposed upon the Warrant Shares specified in the Exercise AgreementOption Shares. The Warrant Shares so purchased legend(s) shall substantially conform to the following legend: THE HOLDER OF THESE SHARES ACKNOWLEDGES AND AGREES THAT HE HAS REQUESTED AND HAS RECEIVED ALL FINANCIAL AND OTHER INFORMATION ON THE CORPORATION WHICH HOLDER DEEMS NECESSARY; THAT HE IS ACQUIRING SHARES FOR HIS OWN 4 of 15 ACCOUNT FOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION OR RESALE THEREOF; THAT THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE BLUE SKY LAWS; THAT THE SHARES MAY NOT BE SOLD, PLEDGED, ASSIGNED OR TRANSFERRED EXCEPT UPON THE TERMS AND THE CONDITIONS OF THE VOTING COMMON STOCK OPTION AGREEMENT BETWEEN CORPORATION AND HOLDER AND UNLESS EITHER SUCH SHARES ARE REGISTERED UNDER THE SECURITIES ACT OF 1933 AND THE APPROPRIATE STATE BLUE SKY LAWS OR, IN THE OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION, SUCH TRANSACTION INVOLVING THE SHARES IS EXEMPT FROM THE REGISTRATION PROVISIONS OF SUCH LAWS. An Option shall be deemed to be issued exercisable by delivery of (1) a duly signed subscription form in writing, generally conforming to the holder hereof or notice set out in Exhibit A which is incorporated herein by reference, to such holder's designee, as effect and (2) the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% full purchase price of the number of Warrant Option Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay being purchased pursuant to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect Option to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% treasurer of the outstanding shares of Common Stock. For purposes Corporation or to any other officer of the immediately preceding sentenceCorporation appointed for the purpose of receiving the same; provided, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934however, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of that this Warrant set forth herein Option may not be amended without (i) exercised at any time when the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyexercise thereof violates any law or governmental order or regulation.

Manner of Exercise. Subject Holder may exercise this Warrant in whole or in part in accordance with the terms hereof by mailing or personally delivering to the provisions hereofCompany (i) this Warrant, (ii) a Notice of Exercise in the form of Exhibit I hereto duly executed by Holder, (iii) either a written xxxxxficate that Holder is not a U.S. Person and the Warrant is not being exercised on behalf of a U.S. Person or a written opinion of counsel stating that the Warrant and the securities delivered upon its exercise have been registered under the Act or are exempt from registration and (iv) payment of the Exercise Price per share, such payment to be in the form of cash, a certified or official bank check made payable to the Company, or a wire transfer of funds to an account designated by the Company, or any combination of the foregoing, together with all federal and state excise taxes applicable upon such exercise. Upon receipt by the Company of this Warrant, the Notice of Exercise and such payment, this Warrant may shall be deemed to have been exercised by with respect to the number of shares of Common Stock subject to such exercise and specified in the Notice of Exercise, and Holder shall thereupon become the holder hereofof record of the shares of Common Stock issuable upon such exercise, notwithstanding the fact that the stock transfer books of the Company may then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to Holder. As soon as practicable after any exercise, in whole or in part, by of the surrender of this Warrant, together with a completed exercise agreement and in the form attached hereto any event within ten (the "Exercise Agreement")10) Business Days thereafter, to the Company during normal business hours on any business day at will deliver to Holder a stock certificate or certificates representing the Company's principal executive offices (or such other office or agency shares of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares Common Stock so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered with such certificate or certificates to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such name(s) and such denominations as Holder may be requested by the holder hereof and shall be registered specify in the name Notice of such holder or such other name as shall be designated by such holderExercise. If this Warrant shall have been is exercised only in part, then, unless this Warrant has expiredfor less than all of the shares of Common Stock subject hereto, the Company shall, at its expenseupon such exercise and surrender of this Warrant for cancellation, at the time of delivery of such certificates, promptly execute and deliver to the holder Holder a new Warrant representing of like tenor evidencing the number right of shares with respect Holder to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if purchase the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number balance of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companypurchasable hereunder.

Manner of Exercise. Subject From and after the first Business Day following the six month anniversary of the Closing Date, and until 5:00 P.M., New York time, on the Expiration Date (the "Exercise Period"), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder, subject to the provisions hereof, terms and conditions of this Warrant may be exercised by the holder hereofWarrant. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed Holder shall either exercise agreement the Conversion Right set forth in the form attached hereto (the "Exercise Agreement"), Section 2(d) below or deliver to the Company during normal business hours on any business day at its principal executive office or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice to the holder hereof)provided herein, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an Xxxxxx's election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price as provided herein, and (iii) this Warrant. Such notice shall be irrevocable and substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt thereof, the Company shall, as promptly as reasonably practicable, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall reasonably request in the notice and shall be registered in the name of such holder the Holder or if permitted pursuant to the terms of this Warrant such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% rights of the number of Warrant Shares that Holder to purchase the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of unpurchased shares of Common Stock beneficially owned called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or at the holder and its affiliates (other than shares request of Common Stock which the Holder, appropriate notation may be deemed beneficially owned through made on this Warrant and the ownership same returned to the Holder. Payment of the unexercised Warrants and Warrant Price may be made at the unexercised or unconverted portion of any other securities option of the Company Holder by: (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)i) subject to a limitation on conversion certified or exercise analogous official bank check payable to the limitation contained herein) and order of the Company, or (ii) wire transfer of immediately available funds to the number account of the Company; or (iii) in accordance with Section 2(d) below. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject to the provisions hereof, this Warrant may be exercised by the holder hereof, in whole or in part, by the surrender Each exercise of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate Option shall be by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company means of a written notice of an election exercise delivered to effect a "Cashless Exercise" the Company. Such notice shall identify the Options being exercised. When applicable, the notice shall also specify the number of Mature Shares (as defined in Section 11(cthe Plan) belowthat the Option Holder plans to deliver in payment of all or part of the exercise price. Before shares will be issued, the full purchase price of the shares subject to the Options being exercised shall be paid to the Company using the following methods, individually or in combination: (i) for in cash or by certified, cashier’s or (as funds clear) personal check payable to the Warrant Shares specified order of the Company; (ii) by Constructive or Actual Delivery (as defined in the Exercise Agreement. The Warrant Plan) of Mature Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, with a fair market value as of the close of business on the date on of exercise equal to or greater than the purchase price; (iii) by wire transfer to an account specified by the Company, or (iv) by delivery of a properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay such full purchase price (in which this Warrant shall case the exercise will be effective upon the earlier of the trade date or receipt of such proceeds by the Company for the related sale of shares). The Company reserves the right to accept shares of stock of the Company in payment of the purchase price of an option only if such shares have been surrendered, held by the completed Exercise Agreement shall have been delivered, and payment shall have been made Option Holder for a specified minimum period of time during which such shares as set forth abovewere not exchanged to effectuate another option exercise. Certificates This Option may not be exercised for a fraction of a share and no partial exercise of this Option may be for less than: (i) one hundred (100) shares; or (ii) the Warrant Shares so purchased, representing the aggregate total number of shares specified in the Exercise Agreementthen eligible for exercise, shall be delivered to the holder hereof within a reasonable time, not exceeding three if less than one hundred (3100) business days, after this Warrant shall have been so exercisedshares. The certificates so delivered shall be in such denominations as This Option may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of : (i) during the number lifetime of shares of Common Stock beneficially owned the Option Holder only by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through Option Holder or in the ownership event a guardian or legal representative is appointed during the Option Holder’s lifetime to handle the affairs of the unexercised Warrants and the unexercised Option Holder, such guardian or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) legal representative; and (ii) after the number Option Holder’s death by his or her transferees by will or the laws of shares descent or distribution, and not otherwise, regardless of Common Stock issuable upon exercise any community property interest therein of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% spouse of the outstanding shares of Common StockOption Holder, or such spouse’s successors in interest. For purposes If the spouse of the immediately preceding sentenceOption Holder shall have acquired a community property interest in this Option, beneficial ownership shall be determined the Option Holder, or the Option Holder’s permitted successors in accordance with Section 13(d) interest, may exercise the Option on behalf of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) spouse of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyOption Holder or such spouse’s successors in interest.

Manner of Exercise. Subject to From and after the provisions hereofdate hereof and until 5:00 P.M., New York time, on the Expiration Date, the holder may exercise this Warrant may be exercised by for all or any part of the holder hereofnumber of shares of Series D Preferred Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), holder shall deliver to the Company during normal business hours on any business day at its office at 2 California Plaza, 000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice pursuant to the holder hereof)Section 11, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an the holder's election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Series D Preferred Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price in the Exercise Agreementmanner provided below, and (iii) this Warrant. The Warrant Shares so purchased Such notice shall be deemed substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Series D Preferred Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by such holder shall request in the holder hereof notice and shall be registered in the name of such the holder or or, subject to Section 8, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash, check or checks and/or securities, if any, and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such holdershares have been paid. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant representing evidencing the number rights of the holder to purchase the unpurchased shares of Series D Preferred Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by cash, wire transfer to an account in a bank located in the United States designated for such purpose by the Company, or certified or official bank check, or by transfer to the Company of shares of Series B Preferred Stock or Series D Preferred Stock, or any combination thereof. In the event of the application shares of Series B Preferred Stock or Series D Preferred Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price shall be stated value per share (as described in the Company's Certificate of Incorporation, as amended) plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared, to the date of such exercise, provided that no such credit shall be made with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, any such dividends if the holder is entitled to 100,000 Warrant Shares and of such shares held such shares on the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyrecord date therefor.

Manner of Exercise. Issuance of Certificates: Payment for Shares. ---------------------------------------------------------------- Subject to the provisions hereof, this Warrant may be exercised by the holder hereofHolder, in whole or in part, by the surrender of this Warrant, together with a completed complete exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereofHolder), and upon (i) payment to the Company in cash, cash or by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, Holder as the record owner of such shares, shares as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof Holder within a reasonable time, not exceeding three five (35) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof Holder and shall be registered in the name of such holder Holder or such other name as shall be designated by such holderHolder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder Holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the The Company shall pay all taxes and other expenses and charges payable in connection with the preparation, execution, and delivery of stock certificates (and any new Warrants) pursuant to this Paragraph 1 except that, in case such stock certificates shall be registered in a name or names other than the holder Holder at the request of such Holder, funds sufficient to pay all stock transfer taxes which shall be payable in cash a penalty (connection with the "Penalty") equal to 2% execution and delivery of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver such stock certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid by the Holder to the holder Company at the time of the delivery of such stock certificates by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyabove.

Manner of Exercise. Subject From and after the Commencement Date, and until 5:00 P.M., New York time, on the Expiration Date (the "Exercise Period"), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder, subject to the provisions hereof, terms and conditions of this Warrant may be exercised by the holder hereofWarrant. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at its principal office or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice to the holder hereof)provided herein, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an Xxxxxx's election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, and (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price as provided herein. Such notice shall be irrevocable and substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt thereof, the Company shall, as promptly as reasonably practicable, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall reasonably request in the notice and shall be registered in the name of such holder the Holder or if permitted pursuant to the terms of this Warrant such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% rights of the number of Warrant Shares that Holder to purchase the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of unpurchased shares of Common Stock beneficially owned called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or at the holder and its affiliates (other than shares request of Common Stock which the Holder, appropriate notation may be deemed beneficially owned through made on this Warrant and the ownership same returned to the Holder. Payment of the unexercised Warrants and Warrant Price may be made at the unexercised option of the Holder by: (i) certified or unconverted portion official bank check payable to the order of any other securities the Company, (ii) wire transfer of immediately available funds to the account of the Company or (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)iii) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of cashless exercise, if eligible under Section 5 below. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject From and after the Vesting Date of any Warrants and until 5:00 p.m., New York City time, on the later to occur of (a) the provisions hereofExpiration Date, this Warrant and (b) the 30th day after the Vesting Date of such Warrants (or, if such date is not a business day, the next succeeding business day), a Holder may be exercised by exercise any of such Warrants, on any Business Day, for all or part of the holder hereofnumber of shares of Common Stock purchasable thereunder. In order to exercise a Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at the CompanyWarrant Agent's principal executive offices Principal Office, (or 1) a written notice of such other office or agency Holder's election to exercise such Warrant, which notice shall include the number of the Company as it may designate by notice shares and class of Common Stock to the holder hereof)be purchased, and upon (i2) payment to the Company in cash, by immediately available funds or certified cashiers or official bank check or by wire transfer checks in each case in United States dollars of the Warrant Price for the account of the Company and (3) such Warrant. Such notice shall be substantially in the form of the Exercise Price for Election to Purchase Form set forth on the reverse side of the form of Warrant Certificate attached as Exhibit A hereto, duly executed by such Holder or its agent or attorney. Upon receipt thereof, the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933Agent shall, as amended (the "Securities Act")promptly as practicable, delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined and in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed any event within five Business Days thereafter, deliver or cause to be issued delivered to the holder hereof such Holder an executed certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedof Common Stock issuable upon such exercise. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by such Holder shall request in the holder hereof notice and shall be registered in the name of such holder Holder or such other name as shall be designated in such notice. A Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date such notice, together with the immediately available funds or certified cashiers or official bank check or checks in United States dollars and such Warrant, is received by the Warrant Agent as described above and all taxes required to be paid by such holderHolder, if any, pursuant to Section 4.3 prior to the issuance of such shares have been paid. If this any Warrant shall have been exercised only in part, then, unless this the Warrant has expired, the Company Agent shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number rights of such Holder to purchase the unpurchased shares with respect to of Common Stock called for by such Warrant, which this new Warrant shall not then have been exercised. In addition to in all other available remedies at law or in equity, if the Company fails to deliver certificates for respects be identical with the Warrant Shares within three (3) business days after this exercised in part, or, at the request of such Holder, appropriate notation may be made on such exercised Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay same returned to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accruedsuch Holder. Notwithstanding anything in this Warrant any provision herein to the contrary, the Warrant Agent shall not be required to register shares in no event shall the holder name of this any Person who acquired a Warrant be entitled to exercise a number of Warrants (or portions part thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common any Warrant Stock beneficially owned by the holder and its affiliates (other otherwise than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) such Warrant and this Warrant Agreement. Payment of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) Warrant Price shall be made at the option of the preceding sentence. Notwithstanding anything to the contrary contained hereinHolder in immediately available funds or by certified or official bank check or any combination thereof, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyduly executed by such Holder or by such Holder's attorney duly authorized in writing.

Manner of Exercise. Subject From and after the Effective Date and until 5:00 p.m., New York City time, on the Expiration Date, a Holder may exercise any of its Warrants, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to the provisions hereof, this Warrant may be exercised by the holder hereofexercise a Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at the CompanyWarrant Agent's principal executive offices Principal Office, (or 1) a written notice of such other office or agency Holder's election to exercise such Warrant, which notice shall include the number of shares of Common Stock to be purchased, (2) payment of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer Warrant Price for the account of the Company and (3) such Warrant. Such notice shall be substantially in the form of the Exercise Price for Election to Purchase Form set forth on the reverse side of the form of Warrant Certificate attached as Exhibit A hereto, duly executed by such Holder or its agent or attorney. Upon receipt thereof, the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933Agent shall, as amended (the "Securities Act")promptly as practicable, delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined and in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed any event within five Business Days thereafter, deliver or cause to be issued delivered to the holder hereof such Holder an executed certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Common Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by such Holder shall request in the holder hereof notice and shall be registered in the name of such holder or Holder or, subject to Section 11, such other name as shall be designated in such notice. A Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date such notice, together with the check or checks and such Warrant, is received by the Warrant Agent as described above and all taxes required to be paid by such holderHolder, if any, pursuant to Section 4.2 prior to the issuance of such shares have been paid. If this any Warrant shall have been exercised only in part, then, unless this the Warrant has expired, the Company Agent shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number rights of such Holder to purchase the unpurchased shares with respect to of Common Stock called for by such Warrant, which this new Warrant shall not then have been exercised. In addition to in all other available remedies at law or in equity, if the Company fails to deliver certificates for respects be identical with the Warrant Shares within three (3) business days after this exercised in part, or, at the request of such Holder, appropriate notation may be made on such exercised Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay same returned to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accruedsuch Holder. Notwithstanding anything in this Warrant any provision herein to the contrary, the Warrant Agent shall not be required to register shares in no event shall the holder name of this any Person who acquired a Warrant be entitled to exercise a number of Warrants (or portions part thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common any Warrant Stock beneficially owned by the holder and its affiliates (other otherwise than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) such Warrant and this Warrant Agreement. Payment of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) Warrant Price shall be made at the option of the preceding sentence. Notwithstanding anything to the contrary contained hereinHolder by certified or official bank check or any combination thereof, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyduly executed by such Holder or by such Holder's attorney duly authorized in writing.

Manner of Exercise. Subject From and after the date hereof until 5:00 p.m., New York City time, on the Expiration Date, a Holder may exercise any of the Warrants, on any Business Day, for all or any part of the number of shares of Common Stock purchasable thereunder. In order to the provisions hereof, this Warrant may be exercised by the holder hereofexercise a Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at the CompanyWarrant Agent's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof)Principal Office, and upon (i) a written notice of such Holder's election to exercise such Warrant, which notice shall include the number of shares of Common Stock to be purchased, (ii) payment to of the Company Warrant Price in cashimmediately available funds, by certified cashiers or official bank check check, or by wire transfer any combination thereof, in each case in United States dollars for the account of the Company and (iii) such Warrant. Such notice shall be substantially in the form of the Exercise Price for Election to Purchase attached hereto as Exhibit A, duly executed by such Holder or its agent or attorney. Upon receipt thereof, the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933Agent shall, as amended (the "Securities Act")promptly as practicable, delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined and in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed any event within 3 Business Days thereafter, deliver or cause to be issued delivered to the holder hereof such Holder an executed certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedof Common Stock issuable upon such exercise. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by such Holder shall request in the holder hereof notice and shall be registered in the name of such holder Holder or such other name as shall be designated in such notice. A Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date such notice, together with payment of the Warrant Price and such Warrant, is received by the Warrant Agent as described above and all taxes required to be paid by such holderHolder, if any, pursuant to Section 4.2 have been paid. If this any Warrant shall have been exercised only in part, then, unless this the Warrant has expired, the Company Agent shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number rights of such Holder to purchase the unpurchased shares with respect to of Common Stock called for by such Warrant, which this new Warrant shall not then have been exercised. In addition to in all other available remedies at law or in equity, if the Company fails to deliver certificates for respects be identical with the Warrant Shares within three (3) business days after this exercised in part, or, at the request of such Holder, appropriate notation may be made on such exercised Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay same returned to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accruedsuch Holder. Notwithstanding anything in this Warrant any provision herein to the contrary, the Warrant Agent shall not be required to cause to be issued shares in no event shall the holder name of this any Person who acquired a Warrant be entitled to exercise a number of Warrants (or portions part thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common any Warrant Stock beneficially owned by the holder and its affiliates (other otherwise than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, such Warrant and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyAgreement.

Manner of Exercise. Subject At any time or from time to time from and after the provisions hereofdate hereof and until 5:00 P.M., New York time, on the Expiration Date, Holder may exercise this Warrant may be exercised by Warrant, on any Business Day, for all or any part of the holder hereofnumber of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at the Company's its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof)at 129 Reservoir Road, and upon Vernon, CT 06066 (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election Holdxx'x xxxxxxxx xx xxxxxxxx xxxx Xxxxxnt, which notice shall specify the number of shares of Common Stock to effect a "Cashless Exercise" be purchased, (ii) payment of the aggregate Current Warrant Price for such shares and (iii) this Warrant. Such notice shall be substantially in the form appearing at the end of this Warrant as defined in Section 11(c) below) for Exhibit A, duly executed by Holder. Thirty days after receipt of the Warrant Shares items specified in the Exercise Agreement. The Warrant Shares so purchased sxxxxx preceding sentence, the Company shall be deemed execute or cause to be issued executed and deliver or cause to the holder hereof be delivered to Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Common Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be in such denomination or denominations as may be requested by Holder shall request in the holder hereof notice and shall be registered in the name of such holder or Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated shall be deemed to have become a holder of record of such shares for all purposes, as of the date which is thirty days after the date of the notice, together with the Current Warrant Price and this Warrant, are received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number right of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with respect to which this Warrant, or, at the request of Holder, appropriate notation may be made on this Warrant and the same returned to Holder. Payment of the Current Warrant Price shall not then have been exercised. In addition to all other be made at the option of Holder by (i) certified or official bank check, (ii) wire transfer of immediately available remedies at law or funds, (iii) tendering Notes having an Accreted Value (as defined in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty"Convertible Note Purchase Agreement) equal to 2% of the number of Current Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails hereby agreeing to deliver certificates for reissue any Notes of a Holder into one or more Notes in denominations requested by such Holder) or (iv) the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day surrender of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contraryCompany, with a duly executed exercise notice marked to reflect "Net Issue Exercise," and, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) either case, specifying the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than to be purchased, during normal business hours on any Business Day. Upon a Net Issue Exercise, Holder shall be entitled to receive shares of Common Stock equal xx xxx value of this Warrant (or the portion thereof being exercised by Net Issue Exercise) by surrender of this Warrant to the Company together with notice of such election, in which may be deemed beneficially owned through event the ownership Company shall issue to Holder a number of shares of the unexercised Warrants and the unexercised or unconverted portion of any other securities Company's Common Stock computed as of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous date of surrender of this Warrant to the limitation contained hereinCompany using the following formula: X = Y x (A-B) and (ii) --------- A Where X = the number of shares of Common Stock issuable upon exercise to be issued to the Holder Y=the number of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes Warrant Stock being exercised under this Warrant; A=the Current Market Price of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders one share of the Company's Common Stock (at the date of such calculation); B=the Current Warrant Price (as adjusted to the date of such calculation).

Manner of Exercise. Subject to the provisions hereof, The Holder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by immediately, but not after the surrender of this WarrantExpiration Date, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate Trading Day by notice to the holder hereof), and upon (i) payment surrendering this Warrant to the Company in cash, by certified or official bank check or by wire transfer for at the account principal office of the Company Company, accompanied by a Warrant Exercise Form in substantially the form annexed hereto duly executed by the Buyer and by payment of the Warrant Exercise Price for the number of shares of Warrant Shares specified for which this Warrant is then exercisable, either (i) in the Exercise Agreement or immediately available funds, (ii) if the resale by delivery of the Warrant Shares an instrument evidencing indebtedness owing by the holder is not then registered pursuant Company to an effective registration statement under the Securities Act Holder in the appropriate amount, (iii) by authorizing the Company to retain shares of 1933, as amended Common Stock which would otherwise be issuable upon exercise of this Warrant in accordance with Section 2.4 hereof or (the "Securities Act"iv) in a combination of (i), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(cii) belowor (iii) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designeeabove, as the record owner of such sharesprovided, as of the close of business on the date on which this Warrant shall have been surrenderedhowever, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant Holder be entitled to exercise this Warrant for a number of Warrants (or portions thereof) Warrant Shares in excess of the that number of Warrants (or portions thereof) Warrant Shares which, upon exercise of which giving effect to such exercise, would cause the sum of (i) the aggregate number of shares of Common Stock beneficially owned by the holder and its affiliates (other than Holder to exceed 9.9% of the outstanding shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock which may would be deemed issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned through by the ownership Holder and (ii) exercise or conversion of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including beneficially owned by the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) . Except as set forth in the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being madepreceding sentence, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For for purposes of the immediately preceding sentencethis paragraph, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of . The Holder may waive the preceding sentence. Notwithstanding anything foregoing limitation by written notice to the contrary contained herein, Company upon not less than 61 days prior written notice (with such waiver taking effect only upon the limitation on exercise expiration of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companysuch 61 day notice period).

Manner of Exercise. Subject to the provisions hereof, Company's right to repurchase this Warrant in whole or in part set forth in Section 6, from and after the First Exercise Date and until 5:00 P.M., New York City time, on the Expiration Date, Holder may be exercised by exercise this Warrant, on any Business Day, for all or any part of the holder hereofnumber of shares of Common Stock purchasable hereunder (in increments of not less than 100 shares of Common Stock unless fewer than 100 shares of Common Stock are then exercisable). In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at the office or agency designated by the surrender Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, together with a completed exercise agreement in which notice shall specify the form attached hereto number of shares of Common Stock to be purchased, (the "Exercise Agreement")ii) payment by cash, check or bank draft payable to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company Aggregate Exercise Price in cash, by certified or official bank check cash or by wire transfer for or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the account form of the Company subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the Exercise Price for the Warrant Shares specified items referred to in the Exercise Agreement or clauses (i), (ii) if and (iii) above, of receipt of such notice the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933Company shall, as amended promptly as practicable, [and in any event within three (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c3) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed Business Days,] execute or cause to be issued executed and deliver or cause to the holder hereof be delivered to Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Common Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by Holder shall request in the holder hereof notice and shall be registered in the name of such holder or Holder or, subject to Section 3, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by such holderpayment to the Company of the Aggregate Exercise Price. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number rights of shares with respect Holder to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if purchase the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of unpurchased shares of Common Stock beneficially owned called for by the holder and its affiliates (this Warrant, which new Warrant shall in all other than shares of Common Stock which may respects be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) identical with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyWarrant.

Manner of Exercise. Subject From and after the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at its principal office at 4801 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000, xx at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice pursuant to the holder hereof)Section 12, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an Holder's election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be issued executed and deliver or cause to the holder hereof be delivered to Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Common Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by Holder shall request in the holder hereof notice and shall be registered in the name of such holder or Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or checks and this Warrant, is received by the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 prior to the issuance of such holdershares have been paid. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with respect to which this Warrant, or, at the request of Holder, appropriate notation may be made on this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay same returned to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accruedHolder. Notwithstanding anything in this Warrant any provision herein to the contrary, the Company shall not be required to register shares in no event shall the holder name of any Person who acquired this Warrant be entitled to exercise a number of Warrants (or portions thereofpart hereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common any Warrant Stock beneficially owned by the holder and its affiliates (other otherwise than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyWarrant.

Manner of Exercise. Subject Holder may exercise this Warrant in whole or in ------------------ part in accordance with the terms hereof by mailing or personally delivering to the provisions hereofCompany (i) this Warrant, (ii) a Notice of Exercise in the form of Exhibit I --------- hereto duly executed by Xxxxxx and (iii) payment of the Exercise Price per share, such payment to be in the form of cash, a certified or official bank check made payable to the Company, or a wire transfer of funds to an account designated by the Company, or any combination of the foregoing, together with all federal and state excise taxes applicable upon such exercise. Upon receipt by the Company of this Warrant, the Notice of Exercise and such payment, this Warrant may shall be deemed to have been exercised by with respect to the number of shares of Common Stock subject to such exercise and specified in the Notice of Exercise, and Holder shall thereupon become the holder hereofof record of the shares of Common Stock issuable upon such exercise, notwithstanding the fact that the stock transfer books of the Company may then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to Holder. As soon as practicable after any exercise, in whole or in part, by of the surrender of this Warrant, together with a completed exercise agreement and in the form attached hereto any event within ten (the "Exercise Agreement")10) Business Days thereafter, to the Company during normal business hours on any business day at will deliver to Holder a stock certificate or certificates representing the Company's principal executive offices (or such other office or agency shares of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares Common Stock so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered with such certificate or certificates to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such name(s) and such denominations as Holder may be requested by the holder hereof and shall be registered specify in the name Notice of such holder or such other name as shall be designated by such holderExercise. If this Warrant shall have been is exercised only in part, then, unless this Warrant has expiredfor less than all of the shares of Common Stock subject hereto, the Company shall, at its expenseupon such exercise and surrender of this Warrant for cancellation, at the time of delivery of such certificates, promptly execute and deliver to the holder Holder a new Warrant representing of like tenor evidencing the number right of shares with respect Holder to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if purchase the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number balance of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.purchasable

Manner of Exercise. Subject At any time during the Exercise Period, the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder provided, however, that the Company shall only be required to issue shares to the provisions hereofextent such shares are required to be available for issuance pursuant to Section 7; and provided, further, however, that for all purposes hereunder other than its direct exercise for shares of Common Stock (including but not limited to for purposes of Section 4.8 and 16), this Warrant may shall be exercised deemed to be exercisable for the full amount of shares of Common Stock represented by this Warrant, without regard to the holder hereofnumber of shares of Common Stock available or set aside for issuance upon such exercise.. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at its office at 950 Xxxx Xxxxxxxx, Xxxxxxx Xxxxxxx, Michigan 48071, or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice pursuant to the holder hereof)Section 12, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an the Holder's election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price in the Exercise Agreementmanner provided below, and (iii) this Warrant. The Warrant Shares so purchased Such notice shall be deemed substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its duly appointed agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Common Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall request in the notice and shall be registered in the name of such holder or the Holder or, subject to Section 9, such other name as shall be designated by such holderin the notice. If this This Warrant shall be deemed to have been exercised only in partand such certificate or certificates shall be deemed to have been issued, then, unless this Warrant has expired, and the Company shall, at its expense, at the time Holder or any other Person so designated to be named therein shall be deemed to have become a holder of delivery record of such certificatesshares for all purposes, deliver to as of the holder a new Warrant representing date the number notice, together with payment of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied Price by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.representing

Manner of Exercise. Subject to the provisions hereof, this This Warrant may only be exercised by the holder Holder hereof, in accordance with the terms and conditions hereof, in whole or in part, by the surrender part with respect to any portion of this Warrant, together with a completed exercise agreement in the form attached hereto into shares of Common Stock (the "Exercise Agreement"“Warrant Shares”), to the Company during normal business hours on any business day at the Company's principal executive offices other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”) on or such other office or agency of the Company as it may designate by notice prior to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares Expiration Date with respect to which such portion of this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equityWarrant, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% by surrender of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contraryCompany at its office maintained pursuant to Section 12.2(a) hereof, accompanied by an exercise notice (the “Exercise Notice”) in substantially the form attached to this Warrant as Exhibit A (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the Warrant Price. Anything to the contrary notwithstanding, in no event shall the holder of this Warrant Holder be entitled to exercise a number any portion of Warrants (or portions thereof) this Warrant in excess of the number that portion of Warrants (or portions thereof) this Warrant upon exercise of which the sum of (i1) the number of shares of Common Stock beneficially owned by the holder Holder and its the Holder’s affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and portion of the Warrant or the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) Company’s securities subject to a limitation on conversion or exercise analogous to the limitation limitations contained herein) and (ii2) the number of shares of Common Stock issuable upon the exercise of the Warrants (or portions thereof) portion of this Warrant with respect to which the determination described herein of this proviso is being made, would result in beneficial ownership by the holder Holder and its affiliates of more than 4.99.99% of the outstanding shares of Common StockStock (the “Ownership Limitation”). For purposes of the immediately preceding sentence, beneficial Beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 19341934 (the “Exchange Act”), and Regulations 13D - G thereunder; provided, further, that the limitations on exercise may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and the provisions of the exercise limitation shall continue to apply until such 61st day (or such later date, as amendeddetermined by the Holder, and Regulation 13D-G thereunder, except as otherwise provided may be specified in clause (i) such notice of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companywaiver).

Manner of Exercise. Subject From and after the Issue Date and until 6:00 p.m., New York time, on the Expiration Date, the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, the Holder shall surrender this Warrant to the Company at its principal business office or at the office or agency designated by the surrender of this WarrantCompany pursuant to Section 12, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency written notice of the Company as it may designate by Holder’s election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to the holder hereof)be purchased, and upon (i) shall be accompanied by payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified (a) in the Exercise Agreement cash or wire transfer or cashier’s check drawn on a United States bank or (iib) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery written direction to the Company to cancel a portion of a written this Warrant sufficient to satisfy the “cashless exercise” provisions of this Section 2.1. . Such notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified shall be substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt of the items referred to above, the Company shall, as promptly as practicable, and in any event within three Business Days thereafter, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Common Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall request in the notice and shall be registered in the name of such holder or the Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become the holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or wire transfer of funds (or direction to cancel a portion of this Warrant pursuant to the “cashless exercise” provisions) and this Warrant is received by the Company as described above and all taxes required to be paid by the Holder, if any, pursuant to Section 2.2 prior to the issuance of such holdershares have been paid. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with respect to which this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if and the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay same returned to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accruedHolder. Notwithstanding anything in this Warrant any provision herein to the contrary, the Company shall not be required to register shares in no event shall the holder name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. In lieu of payment of the Exercise Price in cash, the Holder may direct the Company to cancel a portion of this Warrant be entitled having a value equal to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) Exercise Price for the number of shares of Common Warrant Stock beneficially owned as to which the Holder exercises this Warrant, determined by multiplying the holder and its affiliates (other than number of shares of Common Warrant Stock as to which may this Warrant is directed to be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous cancelled by an amount equal to the limitation contained hereindifference between (i) the Market Price on the date of exercise and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect Exercise Price then in effect. Payment by such cancellation is referred to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company“cashless exercise.”

Manner of Exercise. Subject From and after the Commencement Date, and until 5:00 P.M., New York time, on the Expiration Date (the "Exercise Period"), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder, subject to the provisions hereof, terms and conditions of this Warrant may be exercised by the holder hereofWarrant. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at its principal office or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice to the holder hereof)provided herein, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an Xxxxxx's election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, and (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price as provided herein. Such notice shall be irrevocable and substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt thereof, the Company shall, as promptly as reasonably practicable, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder (a) a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered as hereinafter provided, and (b) an Additional Warrant to the holder hereof within a reasonable time, not exceeding three (3) business days, after this acquire up to 0.35 shares of Common Stock for each Warrant shall have been so exercisedStock purchased herein. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall reasonably request in the notice and shall be registered in the name of such holder the Holder or if permitted pursuant to the terms of this Warrant such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% rights of the number of Warrant Shares that Holder to purchase the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of unpurchased shares of Common Stock beneficially owned called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or at the holder and its affiliates (other than shares request of Common Stock which the Holder, appropriate notation may be deemed beneficially owned through made on this Warrant and the ownership same returned to the Holder. Payment of the unexercised Warrants and Warrant Price may be made at the unexercised or unconverted portion of any other securities option of the Company Holder by: (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)i) subject to a limitation on conversion certified or exercise analogous official bank check payable to the limitation contained herein) and order of the Company, or (ii) wire transfer of immediately available funds to the number account of the Company. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject To the extent that any outstanding Options ------------------ shall have become and remain vested and exercisable as provided in Sections 3 and 4 and subject to such reasonable administrative regulations as the provisions hereofBoard may have adopted, this Warrant such Options may be exercised by the holder hereofexercised, in whole or in part, by notice to the surrender Secretary of this Warrantthe Company in writing given on the date as of which the Grantee will so exercise the Options (the "Exercise Date"), together specifying the number of whole Shares with respect to which the Options are being exercised (the "Exercise Shares"), subject to the execution by the Company and the Grantee of a completed exercise agreement Management Stock Subscription Agreement substantially in the form attached hereto to the Plan as Exhibit A (the "Exercise Management Stock Subscription Agreement"), or in such other form as may be agreed upon by the Company and the Grantee, such Management Stock Subscription Agreement to contain (unless a Public Offering shall have occurred prior to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice Exercise Date) provisions corresponding to the holder Section 5(c) hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined by the Grantee, on or within five days following the Exercise Date, in Section 11(c) below) accordance with the Management Stock Subscription Agreement, full payment for the Warrant Exercise Shares specified in United States dollars in cash, or cash equivalents satisfactory to the Company, and in an amount equal to the product of the number of Exercise Shares, multiplied by the aggregate Option Price for such Exercise Shares (such amount, the "Exercise Price"). Upon execution by the Company and the Grantee of the Management Stock Subscription Agreement and delivery to the Company by the Grantee of the Exercise Agreement. The Warrant Shares so purchased Price, the Company shall be deemed to be issued deliver to the holder hereof Grantee a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of shares specified in the Exercise AgreementShares, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name the Grantee and bearing appropriate legends as shall be designated by such holderprovided in Section 7(b) hereof. If this Warrant shall have been exercised only in partIf, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% as of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For exampleExercise Date, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder are traded on a U.S. national securities exchange or bid and its affiliates (other than ask prices for shares of Common Stock which may be deemed beneficially owned through are quoted over NASDAQ, the ownership Grantee may, in lieu of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of tendering cash, tender shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership that have been owned by the holder Grantee for at least six months, having an aggregate Fair Market Value on the Exercise Date equal to the Exercise Price or may deliver a combination of cash and its affiliates of more than 4.9% of the outstanding such shares of Common Stock. For purposes Stock having an aggregate Fair Market Value equal to the difference between the Exercise Price and the amount of such cash as payment of the immediately preceding sentenceExercise Price, beneficial ownership shall subject to such rules and regulations as may be determined in accordance adopted by the Board to provide for the compliance of such payment procedure with applicable law, including Section 13(d16(b) of the Securities Exchange Act of 1934, Act. The Company may require the Grantee to furnish or execute such other documents as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause the Company shall reasonably deem necessary (i) of the preceding sentence. Notwithstanding anything to the contrary contained hereinevidence such exercise, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) to determine - -- whether registration is then required under the approval of a majority of shareholders Securities Act and (iii) to --- comply with or satisfy the requirements of the CompanySecurities Act, applicable state or non-U.S. securities laws or any other law.

Manner of Exercise. Subject to the provisions hereof, this Warrant may The Option (or any part or portion ------------------ thereof) shall be exercised by giving written notice to the holder hereof, in whole or in part, by the surrender of this WarrantCompany at its principal office address, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency provision for payment of the Company full purchase price in accordance with this Section 3 for the Shares as it may designate by notice to the holder hereof)which such Option is being exercised, and upon (icompliance with any other condition(s) payment to the Company set forth in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a this Agreement. Such written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreementsigned by Optionee, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing state the number of shares Shares with respect to which the Option is being exercised and shall contain any representation required by this Warrant shall not then have been exercisedAgreement. In addition to all other available remedies at law or in equity, if Payment of the Company fails to deliver certificates purchase price for the Warrant Shares within three as to which such Option is being exercised shall be made (3a) business days after this Warrant is exercised, then the Company shall pay to the holder in United States dollars in cash a penalty or by check, or (b) at the "Penalty") equal to 2% discretion of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For exampleBoard, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number through delivery of shares of Common Stock beneficially owned that are not then subject to restrictions under any Company plan or agreement and that have been held by Optionee for at least six (6) months, or (c) at the discretion of the Board, by delivery of Optionee's personal recourse note bearing interest payable not less than annually at no less than 100% of the applicable Federal rate, as defined in Section 1274(d) of the Code, or (d) at the discretion of the Board, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the holder and its affiliates Board, or (other than shares of Common Stock which may be deemed beneficially owned through e) at the ownership discretion of the unexercised Warrants and the unexercised or unconverted portion Board, by any combination of any other securities of the Company (including the Notes and Preferred Shares a), (as such terms are defined in the Securities Purchase Agreementb)) subject to a limitation on conversion or exercise analogous to the limitation contained herein, (c) and (iid) above. The Company shall then reasonably promptly deliver the number of shares of Common Stock issuable upon exercise Shares as to which such Option was exercised to Optionee (or to Optionee's Survivors, as the case may be). In determining what constitutes "reasonably promptly," it is expressly understood that the delivery of the Warrants (Shares may be delayed by the Company in order to comply with any law or portions thereof) regulation which requires the Company to take any action with respect to which the determination described herein is being madeShares prior to their issuance. The Shares shall, would result in beneficial ownership upon delivery, be evidenced by the holder and its affiliates of more than 4.9% an appropriate certificate or certificates for fully paid, non-assessable Shares. Notwithstanding any other provision hereof, no portion of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership Option shall be determined in accordance with Section 13(d) of exercisable after the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyExpiration Date.

Manner of Exercise. Subject From and after the Closing Date, and until 5:00 P.M., California time, on the Expiration Date (the “Exercise Period”), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, the Holder shall deliver to the Company at its principal office or at an office or agency designated by the surrender Company, (i) an original written notice of Xxxxxx’s election to exercise this Warrant, together with a completed exercise agreement which notice shall specify the number of shares of Warrant Stock to be purchased, (ii) payment of the Warrant Price as provided herein, and (iii) this Warrant. Such notice shall be substantially in the form attached hereto (of the "Exercise Agreement")subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within three Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Company during normal business hours on any business day at the Company's principal executive offices (Holder a certificate or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall request in the notice and shall be registered in the name of such holder the Holder or such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% rights of the number of Warrant Shares that Holder to purchase the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of unpurchased shares of Common Stock beneficially owned called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or at the holder and its affiliates (other than shares request of Common Stock which the Holder, appropriate notation may be deemed beneficially owned through made on this Warrant and the ownership same returned to the Holder. Payment of the unexercised Warrants and Warrant Price may be made at the unexercised or unconverted portion of any other securities option of the Company Holder by: (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)i) subject to a limitation on conversion certified or exercise analogous official bank check payable to the limitation contained herein) and order of the Company, or (ii) wire transfer to the number account of the Company. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company and (ii) the approval of a majority of shareholders of the Companynonassessable.

Manner of Exercise. Subject From and after the first anniversary of the Closing Date, and until 5:00 P.M., New York time, on the Expiration Date (the "Exercise Period"), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, the Holder shall deliver to the Company at its principal office or at the office or agency designated by the surrender Company as described in Section 10, (i) a written notice of Holder's election to exercise this Warrant, together with a completed exercise agreement which notice shall specify the number of shares of Warrant Stock to be purchased, and which notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney, (ii) an investment representation letter in form and substance acceptable to the Company and substantially in the form attached hereto as Exhibit C executed by the Holder, (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (iiii) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by Price as provided herein and (iv) this Warrant. Upon receipt thereof, the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933Company shall, as amended (the "Securities Act")promptly as practicable, delivery and in any event within three Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Company of Holder a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall request in the notice and shall be registered in the name of such holder the Holder or if permitted pursuant to the terms of this Warrant such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% rights of the number of Warrant Shares that Holder to purchase the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of unpurchased shares of Common Stock beneficially owned called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or at the holder and its affiliates (other than shares request of Common Stock which the Holder, appropriate notation may be deemed beneficially owned through made on this Warrant and the ownership same returned to the Holder. Payment of the unexercised Warrants and Warrant Price may be made at the unexercised option of the Holder by: (i) certified or unconverted portion of any other securities official bank check payable to the order of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) wire transfer of immediately available funds to the number account of the Company. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject From and after the Commencement Date, and until 5:00 P.M., New York time, on the Expiration Date (the “Exercise Period”), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder, subject to the provisions hereof, terms and conditions of this Warrant may be exercised by the holder hereofWarrant. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at its principal office or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice to the holder hereof)provided herein, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an Holder’s election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, and (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price as provided herein. Such notice shall be irrevocable and substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt thereof, the Company shall, as promptly as reasonably practicable, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall reasonably request in the notice and shall be registered in the name of such holder the Holder or if permitted pursuant to the terms of this Warrant such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% rights of the number of Warrant Shares that Holder to purchase the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of unpurchased shares of Common Stock beneficially owned called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or at the holder and its affiliates (other than shares request of Common Stock which the Holder, appropriate notation may be deemed beneficially owned through made on this Warrant and the ownership same returned to the Holder. Payment of the unexercised Warrants and Warrant Price may be made at the unexercised option of the Holder by: (i) certified or unconverted portion official bank check payable to the order of any other securities the Company, (ii) wire transfer of immediately available funds to the account of the Company or (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)iii) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of cashless exercise, if eligible under Section 5 below. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject to the provisions hereof, The Holder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by the upon surrender of this Warrant, together with a completed the duly executed exercise agreement notice, in the form attached hereto (the "Exercise Agreement")as Appendix B, to the Company during normal business hours on any business day at the Company's principal executive offices (or such other its corporate office or agency of the Company as it may designate by notice to the holder hereof)in Denver, Colorado, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the each Warrant Shares specified Share to be purchased in the Exercise Agreement or (ii) if the resale lawful money of the United States, or by certified or cashier’s check, or wired funds. Upon receipt of this Warrant Shares with the duly executed exercise notice and accompanied by payment of the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) aggregate Exercise Price for the Warrant Shares specified in for which this Warrant is then being exercised, the Exercise Agreement. The Warrant Shares so purchased Company shall be deemed cause to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof Holder, within a reasonable time, not exceeding three (3) business days, trading days after this Warrant shall have been so exercised. The certificates so delivered shall be , including the delivery of the duly executed exercise notice and payment of the aggregate Exercise Price, by (a) causing the Company’s transfer agent to credit the Warrant Shares in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall book-entry form to an account to be designated by such holder. If the Holder or (b) if electronic delivery is unavailable, delivering at the address designated by the Holder certificates representing the total number of whole Warrant Shares for which this Warrant is being exercised. In case the Holder shall have been exercised only in part, then, unless exercise this Warrant has expiredwith respect to less than all of the Warrant Shares that may be purchased under this Warrant, the Company shallshall execute a new Warrant in substantially identical form (other than the number of Warrant Shares) for the balance of the Warrant Shares that may be purchased upon exercise of this Warrant and deliver such new Warrant to the Holder. The Company covenants and agrees that it will pay when due and payable any and all taxes and governmental charges (other than any income tax due under federal, at its expensestate or other law as a result of owning this Warrant or any Warrant Shares issued upon the exercise of this Warrant) which may be payable in respect of the issue of this Warrant, or the issue of any Warrant Shares upon the exercise of this Warrant. The Company shall not, however, be required to pay any stamp, transfer or similar tax which may be payable in respect of any transfer involved in the issuance of this Warrant or of the Warrant Shares in a name other than that of the Holder at the time of delivery of surrender or an affiliate thereof; in the event any such certificatestransfer is involved and any such tax is payable, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay not be required to issue such Warrant Shares until the payment of such tax (or the payment to the holder in cash a penalty (the "Penalty") equal Company of an amount sufficient to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates reimburse it for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion payment of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreementtax)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Manner of Exercise. Subject to From and after the provisions hereofdate hereof and until 5:00 P.M., New York time, on the Expiration Date, the holder may exercise this Warrant may be exercised by for all or any part of the holder hereofnumber of shares of Series D Preferred Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), holder shall deliver to the Company during normal business hours on any business day at its office at 0 Xxxxxxxxxx Xxxxx, 000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice pursuant to the holder hereof)Section 11, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an the holder's election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Series D Preferred Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price in the Exercise Agreementmanner provided below, and (iii) this Warrant. The Warrant Shares so purchased Such notice shall be deemed substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Series D Preferred Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by such holder shall request in the holder hereof notice and shall be registered in the name of such the holder or or, subject to Section 8, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash, check or checks and/or securities, if any, and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such holdershares have been paid. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant representing evidencing the number rights of the holder to purchase the unpurchased shares of Series D Preferred Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by cash, wire transfer to an account in a bank located in the United States designated for such purpose by the Company, or certified or official bank check, or by transfer to the Company of shares of Series B Preferred Stock or Series D Preferred Stock, or any combination thereof. In the event of the application shares of Series B Preferred Stock or Series D Preferred Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price shall be stated value per share (as described in the Company's Certificate of Incorporation, as amended) plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared, to the date of such exercise, provided that no such credit shall be made with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, any such dividends if the holder is entitled to 100,000 Warrant Shares and of such shares held such shares on the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyrecord date therefor.

Manner of Exercise. Subject From and after the Closing Date and until 6:00 p.m., New York time, on the Expiration Date, the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, the Holder shall surrender this Warrant to the Company at its principal business office or at the office or agency designated by the surrender of this WarrantCompany pursuant to Section 12, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency written notice of the Company as it may designate by Holder’s election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to the holder hereof)be purchased, and upon (i) shall be accompanied by payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in cash or wire transfer or cashier’s check drawn on a United States bank. Such notice shall be substantially in the Exercise Agreement or (ii) if the resale form of the subscription form appearing at the end of this Warrant Shares as Exhibit A, duly executed by the holder is not then registered pursuant Holder or its agent or attorney. Upon receipt of the items referred to an effective registration statement under above, the Securities Act of 1933Company shall, as amended (the "Securities Act")promptly as practicable, delivery execute or cause to be executed and deliver or cause to be delivered to the Company of Holder a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Common Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall request in the notice and shall be registered in the name of such holder or the Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become the holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or wire transfer of funds and this Warrant is received by the Company as described above and all taxes required to be paid by the Holder, if any, pursuant to Section 2.2 prior to the issuance of such holdershares have been paid. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with respect to which this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if and the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay same returned to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accruedHolder. Notwithstanding anything in this Warrant any provision herein to the contrary, the Company shall not be required to register shares in no event shall the holder name of any Person who acquired this Warrant be entitled to exercise a number of Warrants (or portions thereofpart hereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common any Warrant Stock beneficially owned by the holder and its affiliates (other otherwise than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyWarrant.

Manner of Exercise. Subject to the provisions hereof, this This Warrant may only be exercised by the holder hereofHolder, in accordance with its terms and conditions, in whole or in part with respect to any portion of this Warrant, into shares of Common Stock (the “Warrant Shares”), during normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”) on or before the Expiration Date, by surrender of this Warrant to the Company at its office maintained under Section 11.2(a), accompanied by an exercise notice (the “Exercise Notice”) in substantially the form attached as Exhibit A (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the Warrant Price. The Holder also shall have the right, at its election exercised in its sole discretion, when exercising the Warrant, in whole or in part, by in lieu of making the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), cash payment otherwise contemplated to be made to the Company during normal business hours on any business day at the Company's principal executive offices (or upon such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) exercise in payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for Price, elect instead to receive upon such exercise the Warrant Shares specified in “Net Number” of shares of Common Stock determined according to the Exercise Agreement or following formula (iia “Cashless Exercise”): Net Number = (A x B) if the resale - (A x C) B For purposes of the Warrant Shares by foregoing formula: A = the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the total number of Warrant Shares that Holder is then purchasing. B = the holder is entitled to multiplied by Closing Price of the Market Common Stock on the trading day immediately preceding the date of the Exercise Notice. C = the Warrant Exercise Price (as hereinafter defined) for each day that the Company fails to deliver certificates then in effect for the Warrant Shares. For example, if the holder is entitled to 100,000 applicable Warrant Shares and at the Market Price is $2.00, then the Company shall pay time of such exercise. Anything to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrarycontrary notwithstanding, in no event shall the holder of this Warrant Holder be entitled to exercise a number any portion of Warrants (or portions thereof) this Warrant in excess of the number that portion of Warrants (or portions thereof) this Warrant upon exercise of which the sum of (i1) the number of shares of Common Stock beneficially owned by the holder Holder and its the Holder’s affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and portion of the Warrant or the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) Company’s securities subject to a limitation on conversion or exercise analogous to the limitation limitations contained herein) and (ii2) the number of shares of Common Stock issuable upon the exercise of the Warrants (or portions thereof) portion of this Warrant with respect to which the determination described herein of this proviso is being made, would result in beneficial ownership by the holder Holder and its affiliates of more than 4.99.99% of the outstanding shares of Common StockStock (“Ownership Limitation”). For purposes of the immediately preceding sentence, beneficial Beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended1934 (the “Exchange Act”), and Regulation 13D-Regulations 13D - G thereunder, except as otherwise provided in clause (i) provided, further, however, that the limitations on exercised may be waived by the Holder upon, at the election of the preceding sentence. Notwithstanding anything Holder, not less than 61 days’ prior notice to the contrary contained hereinCompany, and the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent provisions of the holder hereof and exercise limitation shall continue to apply until such 61st day (or such later date, as determined by the Company and (ii) the approval Holder, as may be specified in such notice of a majority of shareholders of the Companywaiver).

Manner of Exercise. Subject to Exercise of the provisions hereof, purchase rights represented by this Warrant may be exercised by the holder hereofmade, 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 the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), delivery to the Company during normal business hours on any business day at pursuant to the Company's principal executive offices notice provisions in the Purchase Agreement (or such other office or agency of the Company as it may designate by notice in writing to the holder hereof), and upon (i) payment to registered Holder at the Company in cash, by certified or official bank check or by wire transfer for the account address of the Company Holder appearing on the books of the Company) of a duly executed copy by e-mail attachment of the Notice of Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, form annexed hereto as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, Exhibit A and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant Trading Days of the date that said Notice of Exercise is exerciseddelivered to the Company, then the Company shall pay have received payment of the aggregate Exercise Price of the shares of Common Stock thereby purchased by wire transfer or cashier’s check drawn on a United States bank or, if available, pursuant to the holder cashless exercise procedure specified in cash Section 2(b) below. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. 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 penalty (portion of the "Penalty") 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 2% the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares that purchased and the holder is entitled date of such purchases. The Company shall deliver any objection to multiplied any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the Market Price (as hereinafter defined) for each day that provisions of this paragraph, following the Company fails to deliver certificates for purchase of a portion of the Warrant Shares. For exampleShares hereunder, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which Warrant Shares available for purchase hereunder at any given time may be deemed beneficially owned through less than the ownership of amount stated on the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyface hereof.

Manner of Exercise. Subject to the provisions hereof, The Holder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by immediately, but not after the surrender of this WarrantExpiration Date, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate Trading Day by notice to the holder hereof), and upon (i) payment surrendering this Warrant to the Company in cash, by certified or official bank check or by wire transfer for at the account principal office of the Company Company, accompanied by a Warrant Exercise Form in substantially the form annexed hereto duly executed by the Buyer and by payment of the Warrant Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder for which this Warrant is entitled to multiplied then exercisable, either (i) in immediately available funds, (ii) by delivery of an instrument evidencing indebtedness owing by the Market Price Company to the Holder in the appropriate amount, (as hereinafter definediii) for each day that by authorizing the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall retain ADSs which would otherwise be paid to the holder by the fifth day issuable upon exercise of the month following the month in which it has accrued. Notwithstanding anything in this Warrant (subject to the contraryand in accordance with Section 2.4 hereof) or (iv) in a combination of (i), (ii) or (iii) above, provided, however, that in no event shall the holder of this Warrant Holder be entitled to exercise this Warrant for a number of Warrants (or portions thereof) Warrant Shares in excess of the that number of Warrants (or portions thereof) Warrant Shares which, upon exercise of which giving effect to such exercise, would cause the sum of (i) the aggregate number of shares of Common Stock ADSs or Ordinary Shares beneficially owned by the holder and its affiliates (other than shares Holder to exceed 4.9% of Common Stock which may be deemed the outstanding ADSs or Ordinary Shares following such exercise. For purposes of the foregoing proviso, the aggregate number of ADSs or Ordinary Shares beneficially owned through by the ownership Holder shall include the number of ADSs or Ordinary Shares issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude ADSs or Ordinary Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including beneficially owned by the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) . Except as set forth in the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being madepreceding sentence, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For for purposes of the immediately preceding sentencethis paragraph, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of . The Holder may waive the preceding sentence. Notwithstanding anything foregoing limitation by written notice to the contrary contained herein, Company upon not less than 61 days prior written notice (with such waiver taking effect only upon the limitation on exercise expiration of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companysuch 61 day notice period).

Manner of Exercise. Subject From and after the Closing Date, and until 5:00 P.M., New York time, on the Expiration Date (the “Exercise Period”), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of Warrant Shares then purchasable hereunder. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at its principal office or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice pursuant to the holder hereof)Section 12, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an Holder’s election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price as provided herein, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney (the “Exercise AgreementNotice”). The Warrant Shares so purchased shall be deemed Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within three Business Days thereafter, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with an additional full share of Common Stock in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall request in the notice and shall be registered in the name of such holder the Holder or such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number rights of shares the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with respect to which this Warrant, or at the request of the Holder, appropriate notation may be made on this Warrant shall not then have been exercisedand the same returned to the Holder. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for The Holder may pay the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder Price in cash a penalty (the "Penalty") equal to 2% either of the number following forms or, at the election of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For exampleHolder, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions combination thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.: