Common use of This Warrant Clause in Contracts

This Warrant. The Exercise Price shall be payable (a) in cash or by certified or official bank check payable to the order of the Issuer or by wire transfer of immediately available funds to the account of the Issuer or (b) by delivery of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share of Warrant Stock issuable on exercise of each Warrant represented by this Warrant Certificate that is being exercised, the Holder shall receive such number of shares of Warrant Stock as is equal to the product of (i) the number of shares of Warrant Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or which is the fair market value per share of Warrant Stock at such time minus the Exercise Price per share of Warrant Stock at such time, and the denominator of which is the fair market value per share of Warrant Stock at such time. Such Exercise Notice shall be substantially in the form of Schedule A hereto. Upon receipt thereof, the Issuer shall, as promptly as practicable and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of Warrant Stock and other securities issuable upon such exercise and any other property to which such Holder is entitled. The certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be registered in the name of the Holder or such other name or names as shall be designated in such Exercise Notice. Such certificate or certificates shall be deemed to have been issued and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as of the date on which the last of the Exercise Notice, payment of the Exercise Price and this Warrant is received by the Issuer as aforesaid, and all taxes required to be paid by the Holder, if any, pursuant to the Warrant Agreement, prior to the issuance of Warrant Stock have been paid. If this Warrant shall have been exercised only in part, the Issuer shall, at the time of delivery of the certificate or certificates representing Warrant Stock and other securities, execute and deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Stock Units 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. The Issuer shall not be required to issue a fractional amount of Warrant Stock upon exercise of this Warrant. As to any fraction of a share of Warrant Stock which the Holder would otherwise be entitled to purchase upon such exercise the Issuer shall pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction of the fair market value per share of Warrant Stock on the date of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

This Warrant. The Exercise Price shall be payable (a) in cash or by certified or official bank check payable to Upon the order exercise of the Issuer or by wire transfer of immediately available funds to the account of the Issuer or (b) by delivery of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share of Warrant Stock issuable on exercise of each Warrant rights represented by this Warrant Certificate that is being exercisedWarrant, the Holder shall receive such number of shares of Warrant Stock as is equal to the product of (i) the number of shares of Warrant Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or which is the fair market value per share of Warrant Stock at such time minus the Exercise Price per share of Warrant Stock at such time, and the denominator of which is the fair market value per share of Warrant Stock at such time. Such Exercise Notice shall be substantially in the form of Schedule A hereto. Upon receipt thereof, the Issuer shall, as promptly as practicable and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of Warrant Stock and other securities issuable upon such exercise and any other property to which such Holder is entitled. The certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be Shares so purchased, registered in the name of the Holder or such other name or names as persons affiliated with the Holder, if the Holder so designates, shall be designated issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. The person in such Exercise Notice. Such whose name any certificate or certificates shall be deemed to have been issued and the Holder or any other Person so designated for Exercise Shares are to be named therein issued upon exercise of this Warrant shall be deemed to have become a Holder the holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as of such shares on the date on which the last of the Exercise Notice, this Warrant was surrendered and payment of the Exercise Price and this Warrant is received by was made, irrespective of the Issuer as aforesaid, and all taxes required to be paid by the Holder, if any, pursuant to the Warrant Agreement, prior to the issuance of Warrant Stock have been paid. If this Warrant shall have been exercised only in part, the Issuer shall, at the time date of delivery of the such certificate or certificates representing certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. In the event the Holder (i) disagrees with the certification set forth in the Officer's Certificate that the conditions set forth on Exhibit A have been met and (ii) fails to exercise the Warrant Stock within 30 days after the receipt of the Drawdown Notice and other securitiesthe Officer's Certificate (a "Default"), execute then the Holder shall, within 10 days of the receipt of the Drawdown Notice and the Officer's Certificate, deliver to the Company a signed written statement setting forth in detail the basis for its disagreement. The Company and the Holder a new Warrant evidencing shall then, within 10 days, refer the rights matter to BDO Sxxxxxx, LLP, the Company's independent auditors (the "Arbitrator"), for binding resolution. The Arbitrator shall have the authority to establish such procedures as the Arbitrator deems appropriate to resolve such disagreement and the parties shall cooperate in good faith to resolve such disagreement as soon as practicable but in any event within 30 days of referral of the Holder matter to purchase the unpurchased Stock Units called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request Arbitrator. The decision of the HolderArbitrator shall be final. The fees and expenses of the Arbitrator shall be shared by the parties based on the degree to which the Arbitrator accepts the respective positions of the parties, appropriate notation may be made as conclusively determined by the Arbitrator. In the event the Arbitrator determines that the conditions set forth on this Warrant Exhibit A have been met and the same returned Holder fails to exercise the Holder. The Issuer Warrant within 10 days after the Arbitrator's decision, the Company shall have the right, without limitation, to issue and sell an aggregate of up to $5 million dollars in debt or equity securities of the Company, in a public or private offering, provided that the price per share of such securities shall not be required to issue a fractional amount of Warrant Stock upon exercise of this Warrant. As to any fraction of a share of Warrant Stock which the Holder would otherwise be entitled to purchase upon less than $1.25 and such exercise the Issuer securities shall pay a cash adjustment in respect of such final fraction in an amount equal rank pari passu or junior to the same fraction Series A Preferred Stock and the Series A-1 Preferred Stock (the "Default Financing"). To the extent that such approval of the fair market value per share Holders is required by applicable law, the Holders shall vote all of Warrant Stock on their shares for and raise no objection to the date of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOFDefault Financing.

This Warrant. The Exercise Price shall be payable (a) in cash or by certified or official bank check payable to Upon the order exercise of the Issuer or by wire transfer of immediately available funds to the account of the Issuer or (b) by delivery of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share of Warrant Stock issuable on exercise of each Warrant rights represented by this Warrant Certificate that is being exercisedWarrant, the Holder shall receive such number of shares of Warrant Stock as is equal to the product of (i) the number of shares of Warrant Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or which is the fair market value per share of Warrant Stock at such time minus the Exercise Price per share of Warrant Stock at such time, and the denominator of which is the fair market value per share of Warrant Stock at such time. Such Exercise Notice shall be substantially in the form of Schedule A hereto. Upon receipt thereof, the Issuer shall, as promptly as practicable and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of Warrant Stock and other securities issuable upon such exercise and any other property to which such Holder is entitled. The certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be Shares so purchased, registered in the name of the Holder or such other name or names as persons affiliated with the Holder, if the Holder so designates, shall be designated issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. The person in such Exercise Notice. Such whose name any certificate or certificates shall be deemed to have been issued and the Holder or any other Person so designated for Exercise Shares are to be named therein issued upon exercise of this Warrant shall be deemed to have become a Holder the holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as of such shares on the date on which the last of the Exercise Notice, this Warrant was surrendered and payment of the Exercise Price and this Warrant is received by was made, irrespective of the Issuer as aforesaid, and all taxes required to be paid by the Holder, if any, pursuant to the Warrant Agreement, prior to the issuance of Warrant Stock have been paid. If this Warrant shall have been exercised only in part, the Issuer shall, at the time date of delivery of the such certificate or certificates representing Warrant Stock and other securitiescertificates, execute and deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Stock Units called for by this Warrantexcept that, 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. The Issuer shall not be required to issue a fractional amount of Warrant Stock upon exercise of this Warrant. As to any fraction of a share of Warrant Stock which the Holder would otherwise be entitled to purchase upon such exercise the Issuer shall pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction of the fair market value per share of Warrant Stock on if the date of exercisesuch surrender and payment is a date when the stock transfer books of the Corporation are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE HOLDER ACKNOWLEDGES AND AGREES THAT THERE ARE NOT SUFFICIENT SHARES OF COMMON STOCK OF THE CORPORATION RESERVED TO ISSUE SUCH SHARES OF COMMON STOCK OF THE CORPORATION IF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH WAS EXERCISED ON THE LAWS DATE HEREOF. IF SUCH NUMBER OF SHARES OF COMMON STOCK OF THE STATE CORPORATION ARE FOR ANY REASON WHATSOEVER STILL NOT AVAILABLE TO BE ISSUED BY THE CORPORATION AT THE TIME OF TEXAS WITHOUT GIVING EFFECT TO SUCH EXERCISE OF THIS WARRANT, THE CONFLICTS CORPORATION SHALL SO ISSUE SUCH SHARES OF LAW PRINCIPLES THEREOFCOMMON STOCK AS SOON AS PRACTICABLE.

This Warrant. The Exercise Price shall be payable (a) in cash or by certified or official bank check payable to Upon the order exercise of the Issuer or by wire transfer of immediately available funds to the account of the Issuer or (b) by delivery of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share of Warrant Stock issuable on exercise of each Warrant rights represented by this Warrant Certificate that is being exercisedWarrant, the Holder shall receive such number of shares of Warrant Stock as is equal to the product of (i) the number of shares of Warrant Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or which is the fair market value per share of Warrant Stock at such time minus the Exercise Price per share of Warrant Stock at such time, and the denominator of which is the fair market value per share of Warrant Stock at such time. Such Exercise Notice shall be substantially in the form of Schedule A hereto. Upon receipt thereof, the Issuer shall, as promptly as practicable and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of Warrant Stock and other securities issuable upon such exercise and any other property to which such Holder is entitled. The certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be Shares so purchased, registered in the name of the Holder or such other name or names as persons affiliated with the Holder, if the Holder so designates, shall be designated issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. The person in such Exercise Notice. Such whose name any certificate or certificates shall be deemed to have been issued and the Holder or any other Person so designated for Exercise Shares are to be named therein issued upon exercise of this Warrant shall be deemed to have become a Holder the holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as of such shares on the date on which the last of the Exercise Notice, this Warrant was surrendered and payment of the Exercise Price and this Warrant is received by was made, irrespective of the Issuer as aforesaid, and all taxes required to be paid by the Holder, if any, pursuant to the Warrant Agreement, prior to the issuance of Warrant Stock have been paid. If this Warrant shall have been exercised only in part, the Issuer shall, at the time date of delivery of the such certificate or certificates representing certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant Stock and other securitiesby payment of cash, execute and deliver the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a new number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant evidencing the rights or, if only a portion of the Holder to purchase Warrant is being exercised, the unpurchased Stock Units called for by this Warrant, which new portion of the Warrant shall in all other respects be identical with this Warrant, or, being canceled (at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. The Issuer shall not be required to issue a fractional amount of Warrant Stock upon exercise of this Warrant. As to any fraction of a share of Warrant Stock which the Holder would otherwise be entitled to purchase upon such exercise the Issuer shall pay a cash adjustment in respect date of such final fraction in an amount equal to the same fraction of calculation) A = the fair market value per of one share of Warrant the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the "fair market value" of one share of Common Stock shall mean (i) the average of the closing sales prices for the shares of Common Stock on the Nasdaq SmallCap Market or other trading market where such security is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the holders if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, "Bloomberg") for the 10 consecutive trading days immediately preceding such date, or (ii) if the Nasdaq SmallCap Market is not the principal trading market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal trading market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg, or (iv) if fair market value cannot be calculated as of such date on any of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOFthe foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgment.

This Warrant. The Exercise Price shall be payable (a) in cash or by certified or official bank check payable to the order of the Issuer or by wire transfer of immediately available funds to the account of the Issuer, (b) by delivery (or causing to be delivered) to the Issuer of Loans held by the Holder (or any of its Affiliates) and outstanding under, and the Note, if any, evidencing the same issued pursuant to, the Credit Agreement (provided that, if such Holder (or any such Affiliate or Affiliates) shall hold both Term Loans and Revolving Credit Loans, such Loans so delivered by such Holder shall consist of a ratable portion of the Term Loans and Revolving Credit Loans held by such Holder and/or its Affiliates; and any such Loans so delivered shall deemed to be paid for purposes of the Credit Agreement, with such payment in the case of such Term Loans being applied in inverse order of the maturity thereof), with such securities being credited against the Exercise Price in an amount equal to the aggregate principal amount of such Loans (plus unpaid and accrued interest) so delivered, or (bc) by delivery of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share the number of Warrant shares of Common Stock issuable on the exercise of each Warrant represented by this Warrant Certificate the Warrants that is are being exercisedexercised at such time, the Holder shall receive such number of shares of Warrant Common Stock as is equal to the product of (i) the number of shares of Warrant Common Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or which is the fair market value Current Market Value per share of Warrant Common Stock at such time minus the Exercise Price per share of Warrant Common Stock at such time, and the denominator of which is the fair market value Current Market Value per share of Warrant Common Stock at such time. Such Exercise Notice shall be substantially in the form of Schedule Exhibit A hereto. Upon receipt thereof, the Issuer shall, as promptly as practicable and in any event within five 5 Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of shares of Warrant Stock and other securities issuable upon such exercise and any other property to which such the Holder is entitled. The certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be registered in the name of the Holder or such other name or names as shall be designated in such Exercise Notice. Such certificate or certificates shall be deemed to have been issued and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as of the date on which the last of the Exercise Notice, payment of the Exercise Price and this Warrant is received by the Issuer as aforesaid, and all taxes required to be paid by the Holder, if any, pursuant to the Warrant Agreement, prior to the issuance of Warrant Stock Units have been paid. If this Warrant shall have been exercised only in part, the Issuer shall, at the time of delivery of the certificate or certificates representing Warrant Stock and other securities, execute and deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Stock Units 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. The Issuer shall not be required to issue a fractional amount of Warrant Stock upon exercise of this Warrant. As to any fraction of a share of Warrant Stock which the Holder would otherwise be entitled to purchase upon such exercise exercise, the Issuer shall pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction of the fair market value Current Market Value per share of Warrant Stock on the date of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOFIf reasonably requested by the Issuer in connection with the exercise of this Warrant, the Holder shall deliver to the Issuer a certification of taxpayer identification number or similar form so requested by the Issuer. This Warrant shall be governed by, and construed in accordance with, the law of the State of New York without giving effect to the conflicts of law principles thereof, except to the extent that New York conflicts of laws principles would apply the Delaware General Corporation Law to matters relating to corporations organized thereunder.

This Warrant. The Exercise Price shall be payable (a) in cash or by certified or official bank check payable to Upon the order exercise of the Issuer or rights represented by wire transfer of immediately available funds to this Warrant, the account of Company shall, within ten (10) business days after the Issuer or (b) by delivery of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share of Warrant Stock issuable on exercise of each Warrant rights represented by this Warrant Certificate that is being have been so exercised, at its sole expense, issue and deliver to the Holder shall receive such number of shares of Warrant Stock as is equal to the product of (i) the number of shares of Warrant Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or which is the fair market value per share of Warrant Stock at such time minus the Exercise Price per share of Warrant Stock at such time, and the denominator of which is the fair market value per share of Warrant Stock at such time. Such Exercise Notice shall be substantially in the form of Schedule A hereto. Upon receipt thereof, the Issuer shall, as promptly as practicable and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing for the aggregate number of Warrant Stock and other securities issuable upon such exercise and any other property to which such Holder is entitled. The certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be purchased, registered in the name of the Holder or such other persons affiliated with the Holder, if the Holder so designates, and (ii) if this Warrant is exercised in part only, a new warrant (with an original issue date of the date hereof) for the balance of the Warrant Stock not so exercised. The person in whose name or names as shall be designated in such Exercise Notice. Such any certificate or certificates shall be deemed to have been issued and the Holder or any other Person so designated for Warrant Stock are to be named therein issued upon exercise of this Warrant shall be deemed to have become a Holder the holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as of such shares on the date on which the last of the Exercise Notice, this Warrant was surrendered and payment of the Exercise 1 Note to Draft: Amount to equal 15% of the aggregate principal amount of Notes that Holder has agreed to purchase at time of execution of Purchase Agreement up to such Holder’s Pro Rata Share + 20% of the aggregate principal amount of Notes the Holder has agreed to purchase in excess of its Pro Rata Share. Price and this Warrant is received by was made, irrespective of the Issuer as aforesaiddate of delivery of such certificate or certificates, and all taxes required to be paid by the Holderexcept that, if anythe date of such surrender and payment is a date when the stock transfer books of the Company are closed, pursuant such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Notwithstanding any provisions herein to the Warrant Agreementcontrary, prior to if the issuance fair market value of one share of Warrant Stock have been paid. If is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant shall have been exercised only in partby payment of cash, the Issuer shall, Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the time of delivery principal office of the certificate or certificates representing Warrant Stock and other securities, execute and deliver Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a new Warrant evidencing the rights number of the Holder to purchase the unpurchased Stock Units 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. The Issuer shall not be required to issue a fractional amount shares of Warrant Stock upon exercise computed using the following formula: X = Y (A-B) A Where X = the number of shares of Warrant Stock to be issued to the Holder Y = the number of shares of Warrant Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Warrant Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Warrant Stock shall be determined by the Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant. As Warrant is exercised pursuant to this Section 2 following a Qualified IPO and the Common Stock of the Company is listed on any fraction established stock exchange or traded on any established market, the fair market value of a share of Warrant Common Stock which will be, unless otherwise determined by the Holder would otherwise be entitled to purchase upon Board, the closing sale price for such exercise Common Stock as quoted on such exchange or market (or the Issuer shall pay a cash adjustment exchange or market with the greatest volume of trading in respect of such final fraction in an amount equal to the same fraction of the fair market value per share of Warrant Stock Common Stock) on the date of exercise, as reported in a source the Company’s Board of Directors deems reliable. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOFIn connection with any such exercise of this Warrant pursuant to this Section 2, the Company shall provide the Holder such information as is reasonably requested by the Holder to allow it to represent that it is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company.

This Warrant. The Exercise Price shall be payable (a) in cash or by certified or official bank check payable to the order of the Issuer or by wire transfer of immediately available funds to the account of the Issuer or (b) by delivery of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share of Warrant Stock issuable on exercise of each Warrant represented by this Warrant Certificate that is being exercised, the Holder shall receive such number of shares of Warrant Stock as is equal to the product of (i) the number of shares of Warrant Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or which is the fair market value per share of Warrant Stock at such time minus the Exercise Price per share of Warrant Stock at such time, and the denominator of which is the fair market value per share of Warrant Stock at such time. Such Exercise Notice shall be substantially in the form of Schedule A hereto. Upon receipt thereof, the Issuer Corporation shall, as promptly as practicable practicable, and in any event within five Business Days 10 days thereafter, execute and deliver or cause to be executed and deliver or cause to be delivered to the Holder delivered, in accordance with said notice, a certificate or certificates representing the aggregate number of Warrant Stock and other securities issuable upon such exercise and Shares specified in said notice, together with any other property consideration required to which such Holder is entitledbe delivered in accordance with Article IV hereof. The certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice said notice and shall be registered issued in the name of the Holder such holder or such other name or names as shall be designated in such Exercise Noticesaid notice. Such certificate or certificates shall be deemed to have been issued issued, and the Holder such holder or holders or any other Person person so designated to be named therein shall be deemed for all purposes to have become a Holder holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholdersuch Shares, as of the date on which the last of the Exercise Notice, payment of the Exercise Price and this Warrant said notice is received by the Issuer Corporation as aforesaid, and all taxes required to be paid by the Holder, if any, pursuant to the Warrant Agreement, prior to the issuance of Warrant Stock have been paid. If this Warrant shall have been exercised only in part, the Issuer Corporation shall, at the time of delivery of the said certificate or certificates representing Warrant Stock and other securitiescertificates, execute and deliver to the Holder such holder a new Warrant evidencing the rights of the Holder such holder to purchase the unpurchased Stock Units remaining Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holdersuch holder, appropriate notation may be made on this Warrant and the same returned to the Holdersuch holder. The Issuer Corporation shall not pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of such certificates and new Warrants, except that, in case such certificates or new Warrants shall be required to issue registered in a fractional amount name or names other than the name of Warrant Stock upon exercise the holder of this Warrant. As , funds sufficient to any fraction pay all stock transfer taxes which shall be payable upon the issuance of such certificate or certificates or new Warrants shall be paid by the holder hereof at the time of delivering the notice of exercise mentioned above or promptly upon receipt of a share of Warrant Stock which the Holder would otherwise be entitled to purchase upon such exercise the Issuer shall pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction written request of the fair market value per share Corporation for payment of Warrant Stock on the date of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOFsame.

This Warrant. The Exercise Price shall be payable (a) in cash or by certified or official bank check payable to Upon the order exercise of the Issuer or by wire transfer of immediately available funds to the account of the Issuer or (b) by delivery of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share of Warrant Stock issuable on exercise of each Warrant rights represented by this Warrant Certificate that is being exercisedWarrant, either (x) the Holder Company shall receive such number of shares of Warrant Stock as is equal issue and deliver to the product of Holder, within ten (i10) days after the number of shares of Warrant Stock issuable upon exercise rights after receipt of the Warrants being exercised at such time multiplied by (ii) a fractionNotice of Exercise, the numerator or which is the fair market value per share of Warrant Stock at such time minus the Exercise Price per share of Warrant Stock at such time, and the denominator of which is the fair market value per share of Warrant Stock at such time. Such Exercise Notice shall be substantially in the form of Schedule A hereto. Upon receipt thereof, the Issuer shall, as promptly as practicable and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of Warrant Stock and other securities issuable upon such exercise and any other property to which such Holder is entitled. The certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be Shares so purchased, registered in the name of the Holder or such other persons affiliated with the Holder, if the Holder so designates; or (y) at the Company’s option in its sole discretion (the “Cash Option”), within ten (10) days after receipt of the Notice of Exercise, the Company shall pay to the Holder, in immediately available funds by wire transfer pursuant to the wire instructions set forth in the Notice of Exercise, an amount equal to the difference between (i) the Exercise Price paid by the Holder pursuant to the Notice of Exercise and (ii) the product of (A) the number of shares of Common Stock of the Company indicated in the Notice of Exercise multiplied by (B) the arithmetic average of the daily volume-weighted average price of the Common Stock on the NASDAQ Capital Market for the five (5) consecutive trading days ending on, and including, the trading day immediately prior to the date of the Notice of Exercise. The person in whose name or names as shall be designated in such Exercise Notice. Such any certificate or certificates shall be deemed to have been issued and the Holder or any other Person so designated for Exercise Shares are to be named therein issued upon exercise of this Warrant shall be deemed to have become a Holder the holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as of such shares on the date on which the last of the Exercise Notice, this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Unless this Warrant is received by has been fully exercised or expired, a new Warrant representing the Issuer as aforesaid, and all taxes required to be paid by portion of the HolderExercise Shares, if any, pursuant with respect to the Warrant Agreement, prior to the issuance of Warrant Stock have been paid. If which this Warrant shall not then have been exercised only in part, the Issuer shall, at the time of delivery of the certificate or certificates representing Warrant Stock and other securities, execute and deliver shall also be issued to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Stock Units called for by this Warrant, which new Warrant shall as soon as possible and 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. The Issuer shall not be required to issue a fractional amount of Warrant Stock upon exercise of this Warrant. As to any fraction of a share of Warrant Stock which the Holder would otherwise be entitled to purchase upon event within such exercise the Issuer shall pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction of the fair market value per share of Warrant Stock on the date of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOFten-day period.

This Warrant. The Exercise Price shall be payable (a) in cash or by certified or official bank check payable to Upon the order exercise of the Issuer or by wire transfer of immediately available funds to the account of the Issuer or (b) by delivery of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share of Warrant Stock issuable on exercise of each Warrant rights represented by this Warrant Certificate that is being exercisedWarrant, the Holder shall receive such number of shares of Warrant Stock as is equal to the product of (i) the number of shares of Warrant Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or which is the fair market value per share of Warrant Stock at such time minus the Exercise Price per share of Warrant Stock at such time, and the denominator of which is the fair market value per share of Warrant Stock at such time. Such Exercise Notice shall be substantially in the form of Schedule A hereto. Upon receipt thereof, the Issuer shall, as promptly as practicable and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of Warrant Stock and other securities issuable upon such exercise and any other property to which such Holder is entitled. The certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be Shares so purchased, registered in the name of the Holder or such other name or names as persons affiliated with the Holder, if the Holder so designates, shall be designated issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. The person in such Exercise Notice. Such whose name any certificate or certificates shall be deemed to have been issued and the Holder or any other Person so designated for Exercise Shares are to be named therein issued upon exercise of this Warrant shall be deemed to have become a Holder the holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as of such shares on the date on which the last of the Exercise Notice, this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly-endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula (net issue exercise): X = Y(A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of Common Stock, which shall be equal to the closing price per share of such Common Stock on NASDAQ on the day in which such Notice of Exercise is received by the Issuer Company B = Exercise Price (as aforesaid, and all taxes required adjusted to be paid by the Holder, if any, pursuant to the Warrant Agreement, prior to the issuance of Warrant Stock have been paid. If this Warrant shall have been exercised only in part, the Issuer shall, at the time of delivery of the certificate or certificates representing Warrant Stock and other securities, execute and deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Stock Units 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. The Issuer shall not be required to issue a fractional amount of Warrant Stock upon exercise of this Warrant. As to any fraction of a share of Warrant Stock which the Holder would otherwise be entitled to purchase upon such exercise the Issuer shall pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction of the fair market value per share of Warrant Stock on the date of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.such calculation)

This Warrant. The Exercise Price shall be payable (a) in cash or by certified or official bank check payable to Upon the order exercise of the Issuer or by wire transfer of immediately available funds to the account of the Issuer or (b) by delivery of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share of Warrant Stock issuable on exercise of each Warrant rights represented by this Warrant Certificate that is being exercisedWarrant, if applicable, the Holder Company shall receive such number use reasonable efforts to complete as quickly as possible the requirements of shares of Warrant Stock Xxxxxxx 00X xx xxx Xxxxxxx Xxxxxxxxx Xxx 0000, as is equal to amended (the product of (i) the number of shares of Warrant Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or which is the fair market value per share of Warrant Stock at such time minus the Exercise Price per share of Warrant Stock at such time“Bermuda Act”), and the denominator of which is the fair market value per share of Warrant Stock at such time. Such Exercise Notice shall be substantially in the form of Schedule A hereto. Upon receipt thereof, the Issuer shall, as promptly as practicable and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing for the aggregate number of Warrant Stock and other securities issuable upon such exercise and any other property to which such Holder is entitled. The certificate or certificates for Warrant Stock Shares so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be purchased, registered in the name of the Holder or persons affiliated with the Holder, if the Holder so designates (and subject to securities law limitations as to any such other name or names as Affiliate and the transfer restrictions contained in the Company’s Bye-laws), shall be designated issued and delivered to the Holder or the Holder’s designee, as the case may be, within five (5) Business Days after the rights represented by this Warrant shall have been so exercised. In the event that this Warrant is being exercised for less than all of the then current number of Warrant Shares purchasable hereunder, the Company shall, concurrently with the issuance by the Company of the number of Warrant Shares for which this Warrant is then being exercised, issue a new Warrant to the Holder, which shall be identical hereto, except that the number of remaining Warrant Shares covered thereby shall be adjusted accordingly, and exercisable for the remaining number of Warrant Shares purchasable hereunder. The person in such Exercise Notice. Such whose name any certificate or certificates shall be deemed to have been issued and the Holder or any other Person so designated for Warrant Shares are to be named therein issued upon exercise of this Warrant shall be deemed to have become a Holder the holder of record of Warrant Stocksuch shares on the latest of (i) the date the Company receives the executed Notice of Exercise, includingpayment of the Exercise Price, to the extent permitted by lawif any, and this Warrant; (ii) if applicable, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as date the Company has complied with the requirements of Section 42A of the Bermuda Act; and (iii) the date on which the last Holder’s or designee’s name is entered in the Register of Members of the Exercise NoticeCompany, payment irrespective of the Exercise Price and this Warrant is received by the Issuer as aforesaid, and all taxes required to be paid by the Holder, if any, pursuant to the Warrant Agreement, prior to the issuance of Warrant Stock have been paid. If this Warrant shall have been exercised only in part, the Issuer shall, at the time date of delivery of the such certificate or certificates representing Warrant Stock and other securities, execute and deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Stock Units 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. The Issuer shall not be required to issue a fractional amount of Warrant Stock upon exercise of this Warrant. As to any fraction of a share of Warrant Stock which the Holder would otherwise be entitled to purchase upon such exercise the Issuer shall pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction of the fair market value per share of Warrant Stock on the date of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOFcertificates.

This Warrant. The Holder shall not be required to deliver the original Warrant in order to effect the exercise hereunder. Execution and delivery of the Notice of Exercise Price shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares. Certificates for shares purchased hereunder shall be payable (a) in cash or transmitted by certified or official bank check payable the transfer agent of the Company to the order of the Issuer or Holder by wire transfer of immediately available funds to crediting the account of the Issuer or Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system (b) and so long as the legend may be removed in accordance with Section 4.1 of the Securities Purchase Agreement dated February 2, 2006, by and among the Company and the purchasers indicated on the signature pages thereto (the “Purchase Agreement”)), and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three business days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share of Warrant Stock issuable on exercise of each Warrant represented by this Warrant Certificate that is being exercised, the Holder shall receive such number of shares of Warrant Stock as is equal to the product of (i) the number of shares of Warrant Stock issuable upon exercise and payment of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or which is the fair market value per share of Warrant Stock at such time minus the aggregate Exercise Price per share of as set forth above. This Warrant Stock at such time, and the denominator of which is the fair market value per share of Warrant Stock at such time. Such Exercise Notice shall be substantially in the form of Schedule A hereto. Upon receipt thereof, the Issuer shall, as promptly as practicable and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of Warrant Stock and other securities issuable upon such exercise and any other property to which such Holder is entitled. The certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be registered in the name of the Holder or such other name or names as shall be designated in such Exercise Notice. Such certificate or certificates shall be deemed to have been issued exercised on the date the Exercise Price is received by the Company. The Exercise Shares shall be deemed to have been issued, and the Holder or any other Person person so designated to be named therein shall be deemed to have become a Holder holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate representing Exercise Shares by the third Trading Day after the date on which delivery of such certificate is required by this Warrant, and if after such third Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares that the Holder anticipated receiving from the Company (a “Buy-In”), then in the Holder’s sole discretion, the Company shall within three Trading Days after the Holder’s request, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased less the Exercise Price (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, includingtimes (B) the Closing Price on the date of the event giving rise to the Company’s obligation to deliver such certificate. The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. To the extent permitted by law, the right Company’s obligations to vote Warrant Stock issue and deliver Exercise Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to receive notice as a Shareholderenforce the same, as or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the date on which the last of the Exercise Notice, payment of the Exercise Price and this Warrant is received by the Issuer as aforesaid, and all taxes required to be paid by the Holder, if any, pursuant Company to the Warrant Agreement, prior to Holder in connection with the issuance of Warrant Stock have been paidExercise Shares. If this Warrant Nothing herein shall have been exercised only in part, the Issuer shalllimit 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 time of delivery of the certificate or Company’s failure to timely deliver certificates representing Warrant Stock and other securities, execute and deliver to the Holder a new Warrant evidencing the rights shares of the Holder to purchase the unpurchased Stock Units 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. The Issuer shall not be required to issue a fractional amount of Warrant Common Stock upon exercise of this Warrant. As to any fraction of a share of the Warrant Stock which the Holder would otherwise be entitled to purchase upon such exercise the Issuer shall pay a cash adjustment in respect of such final fraction in an amount equal as required pursuant to the same fraction of the fair market value per share of Warrant Stock on the date of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOFterms hereof.

This Warrant. The Exercise Price shall be payable (a) in cash or by certified or official bank check payable to the order of the Issuer or by wire transfer of immediately available funds to the account of the Issuer, (b) by delivery to the Issuer of any Notes issued by Metromedia Services pursuant to the Note Agreement, with such securities being credited against the Exercise Price in an amount equal to the aggregate principal amount of the Notes (plus unpaid and accrued interest) so delivered, or (bc) by delivery of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share of Warrant Common Stock issuable on exercise of each Warrant represented by this Warrant Certificate that is being exercised, the Holder shall receive such number of shares of Warrant Common Stock as is equal to the product of (i) the number of shares of Warrant Common Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or which is the fair market value Current Market Value per share of Warrant Common Stock at such time minus the Exercise Price per share of Warrant Common Stock at such time, and the denominator of which is the fair market value Current Market Value per share of Warrant Common Stock at such time. Such Exercise Notice shall may be substantially in the form of Schedule Exhibit A hereto. Upon receipt thereof, the Issuer shall, as promptly as practicable and in any event within five 5 Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of Warrant Stock and other securities issuable upon such exercise and any other property to which such the Holder is entitled. The certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be registered in the name of the Holder or such other name or names as shall be designated in such Exercise Notice. Such certificate or certificates shall be deemed to have been issued and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as of the date on which the last of the Exercise Notice, payment of the Exercise Price and this Warrant is received by the Issuer as aforesaid, and all taxes required to be paid by the Holder, if any, pursuant to the Warrant Agreement, prior to the issuance of Warrant Stock Units have been paid. If this Warrant shall have been exercised only in part, the Issuer shall, at the time of delivery of the certificate or certificates representing Warrant Stock and other securities, execute and deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Stock Units 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. The Issuer shall not be required to issue a fractional amount of Warrant Stock upon exercise of this Warrant. As to any fraction of a share of Warrant Stock which the Holder would otherwise be entitled to purchase upon such exercise exercise, the Issuer shall pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction of the fair market value Current Market Value per share of Warrant Stock on the date of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOFNEW YORK.

This Warrant. The This Exercise Price shall be payable (a) in cash or by certified or official bank check payable to the order of the Issuer or by wire transfer of immediately available funds to the account of the Issuer Issues or (b) by delivery of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share of Warrant Stock issuable on exercise of each Warrant represented by this Warrant Certificate that is being exercised,, the Holder shall receive such number of shares of Warrant Stock as is equal to the product of (i) the number of shares of Warrant Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or of which is the fair market value per share of Warrant Stock at such time minus the Exercise Price per share of Warrant Stock at such time, and the denominator of which is the fair market value per share of Warrant Stock at such time. Such Exercise Notice shall be substantially in the form of Schedule A hereto. Upon receipt thereofhereof, the Issuer shall, as promptly as practicable and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of Warrant Stock and other securities issuable upon such exercise and any other property to which such Holder is entitled. The certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be registered in the name of the Holder or such other name or names as shall be designated in such Exercise Notice. Such certificate or certificates shall be deemed to have been issued and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as of the date on which the last of the Exercise Notice, payment of the Exercise Price and this Warrant is received by the Issuer as aforesaid, and all taxes required to be paid by the Holder, if any, pursuant to the Warrant Agreement, prior to the issuance of Warrant Stock have been paid. If this Warrant shall have been exercised only in part, the Issuer shall, at the time of delivery of the certificate or certificates representing Warrant Stock and other securities, execute and deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Stock Units 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. The Issuer shall not be required to issue a fractional amount of Warrant Stock upon exercise of this Warrant. As to any fraction of a share of Warrant Stock which the Holder would otherwise be entitled to purchase upon such exercise the Issuer shall pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction faction of the fair market value per share of Warrant Stock on the date of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

This Warrant. The Exercise Price shall be payable (a) in cash or by certified or official bank check payable to Upon the order exercise of the Issuer or by wire transfer of immediately available funds to the account of the Issuer or (b) by delivery of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share of Warrant Stock issuable on exercise of each Warrant rights represented by this Warrant Certificate that is being exercisedWarrant, the Holder shall receive such number of shares of Warrant Stock as is equal to the product of (i) the number of shares of Warrant Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or which is the fair market value per share of Warrant Stock at such time minus the Exercise Price per share of Warrant Stock at such time, and the denominator of which is the fair market value per share of Warrant Stock at such time. Such Exercise Notice shall be substantially in the form of Schedule A hereto. Upon receipt thereof, the Issuer shall, as promptly as practicable and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of Warrant Stock and other securities issuable upon such exercise and any other property to which such Holder is entitled. The certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be Shares so purchased, registered in the name of the Holder or such other name or names as persons affiliated with the Holder, if the Holder so designates, shall be designated in such issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. In the event that this Warrant is being exercised for less than all of the then-current number of Exercise NoticeShares purchasable hereunder, the Company shall, concurrently with the issuance by the Company of the number of Exercise Shares for which this Warrant is then being exercised, issue a new Warrant exercisable for the remaining number of Exercise Shares purchasable hereunder. Such certificate A Holder may condition any exercise of this Warrant upon any event, happening or certificates condition (or the absence thereof) either within a stated period of time or otherwise, and no exercise hereof shall be deemed to have been issued occurred except subject to and in conformance with such conditions. Any such conditions shall be in writing and delivered to the Holder Company together with such Holder’s notice of exercise. The person in whose name any certificate or any other Person so designated certificates for Exercise Shares are to be named therein issued upon exercise of this Warrant shall be deemed to have become a Holder the holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as of such shares on the date on which the last of the Exercise Notice, this Warrant was surrendered and payment of the Exercise Price and this Warrant is received by was made, irrespective of the Issuer as aforesaid, and all taxes required to be paid by the Holder, if any, pursuant to the Warrant Agreement, prior to the issuance of Warrant Stock have been paid. If this Warrant shall have been exercised only in part, the Issuer shall, at the time date of delivery of the such certificate or certificates representing Warrant Stock and other securitiescertificates, execute and deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Stock Units called for by this Warrantexcept that, 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. The Issuer shall not be required to issue a fractional amount of Warrant Stock upon exercise of this Warrant. As to any fraction of a share of Warrant Stock which the Holder would otherwise be entitled to purchase upon such exercise the Issuer shall pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction of the fair market value per share of Warrant Stock on if the date of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOFsuch surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

This Warrant. The Exercise Price shall be payable (a) in cash or by certified or official bank check payable to Upon the order exercise of the Issuer or by wire transfer of immediately available funds to the account of the Issuer or (b) by delivery of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share of Warrant Stock issuable on exercise of each Warrant rights represented by this Warrant Certificate that is being exercisedWarrant, the Holder shall receive such number of shares of Warrant Stock as is equal to the product of (i) the number of shares of Warrant Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or which is the fair market value per share of Warrant Stock at such time minus the Exercise Price per share of Warrant Stock at such time, and the denominator of which is the fair market value per share of Warrant Stock at such time. Such Exercise Notice shall be substantially in the form of Schedule A hereto. Upon receipt thereof, the Issuer shall, as promptly as practicable and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of Warrant Stock and other securities issuable upon such exercise and any other property to which such Holder is entitled. The certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be Shares so purchased, registered in the name of the Holder or such other name or names as persons affiliated with the Holder, if the Holder so designates, shall be designated issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. The person in such Exercise Notice. Such whose name any certificate or certificates shall be deemed to have been issued and the Holder or any other Person so designated for Exercise Shares are to be named therein issued upon exercise of this Warrant shall be deemed to have become a Holder the holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as of such shares on the date on which the last of the Exercise Notice, this Warrant was surrendered and payment of the Exercise Price and this Warrant is received by was made, irrespective of the Issuer as aforesaid, and all taxes required to be paid by the Holder, if any, pursuant to the Warrant Agreement, prior to the issuance of Warrant Stock have been paid. If this Warrant shall have been exercised only in part, the Issuer shall, at the time date of delivery of the such certificate or certificates representing Warrant Stock certificates, except that, if the date of such surrender and other securities, execute and deliver to payment is a date when the Holder a new Warrant evidencing the rights stock transfer books of the Holder Company are closed, such person shall be deemed to purchase have become the unpurchased Stock Units called for holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Holder, in lieu of exercising this Warrant by this Warrantthe payment of the Exercise Price by a method described above, which new Warrant shall in all other respects be identical with this Warrant, ormay elect, at any time during the request of the HolderExercise Period, appropriate notation may be made on to surrender this Warrant and receive the same returned number of Exercise Shares computed using the following formula: X = [(A-B) (Y)] / B Where: X = the number of Exercise Shares to be issued to the Holder. The Issuer shall not be required Y = the number of Exercise Shares that the Holder would otherwise have been entitled to issue purchase hereunder (or such lesser number of Exercise Shares as the Holder may designate in the case of a fractional amount of Warrant Stock upon partial exercise of this Warrant). As A = the Per Share Price (as defined below) at the time the net issuance election under this Section 3 is made. B = the Exercise Price then in effect. Election to any fraction “net exercise” may be made by delivering to the Company at its address set forth on the signature page hereto (or at such other address as it may designate by notice in writing to the Holder) an executed Notice of Exercise in the form attached hereto (with the indicated “net exercise” box checked) either physically and accompanied by this Warrant (in which case exercise shall be deemed to occur on the day the Company receives such materials) or via scan/email, followed by overnight delivery of the originals (in which case exercise shall be deemed to occur on the day of the email, provided that the email is received before 1:00 p.m. (Pacific time) on the day of the email and the Company receives the originals on the following business day). Notwithstanding anything to the contrary contained in this Warrant, if as of the close of business on the last business day preceding the expiration of the Exercise Period this Warrant remains unexercised as to all or a share portion of Warrant Stock which the number of Exercise Shares purchasable hereunder, then effective as 9:00 a.m. (Pacific time) on such expiration date, the Holder would otherwise shall be entitled deemed, automatically and without need for notice to purchase upon such exercise the Issuer shall pay a cash adjustment Company, to have elected to “net exercise” this Warrant in respect full using the above formula, provided that the application of such final fraction in an amount equal to the same fraction formula as of the fair market value per share of Warrant Stock on the such expiration date of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOFyields a positive number for “X”.

This Warrant. The Exercise Price shall be payable (a) in cash or by certified or official bank check payable to Upon the order exercise of the Issuer or by wire transfer of immediately available funds to the account of the Issuer or (b) by delivery of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share of Warrant Stock issuable on exercise of each Warrant rights represented by this Warrant Certificate that is being exercisedWarrant, the Holder shall receive such number of shares of Warrant Stock as is equal to the product of (i) the number of shares of Warrant Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or which is the fair market value per share of Warrant Stock at such time minus the Exercise Price per share of Warrant Stock at such time, and the denominator of which is the fair market value per share of Warrant Stock at such time. Such Exercise Notice shall be substantially in the form of Schedule A hereto. Upon receipt thereof, the Issuer shall, as promptly as practicable and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing for the aggregate number shares of Warrant Stock and other securities issuable upon such exercise and any other property to which such Holder is entitled. The certificate or certificates for Warrant the Common Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be purchased, registered in the name of the Holder, or persons affiliated with the Holder or such other name or names as if the Holder so designates, shall be designated issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. In the event that this Warrant is being exercised for less than all of the then-current number of shares of the Common Stock purchasable hereunder, the Company shall, concurrently with the issuance by the Company of the number of shares of Common Stock for which this Warrant is then being exercised, issue a new Warrant exercisable for the remaining number of shares of Common Stock purchasable hereunder. The person in such Exercise Notice. Such whose name any certificate or certificates shall be deemed to have been issued and for the Holder or any other Person so designated shares of Common Stock are to be named therein issued upon exercise of this Warrant shall be deemed to have become a Holder the holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as of such shares on the date on which the last of the Exercise Notice, this Warrant was surrendered and payment of the Exercise Price and this Warrant is received by was made, irrespective of the Issuer as aforesaid, and all taxes required to be paid by the Holder, if any, pursuant to the Warrant Agreement, prior to the issuance of Warrant Stock have been paid. If this Warrant shall have been exercised only in part, the Issuer shall, at the time date of delivery of the such certificate or certificates representing Warrant Stock certificates, except that, if the date of such surrender and other securities, execute and deliver to payment is a date when the Holder a new Warrant evidencing the rights stock transfer books of the Holder Company are closed, such person shall be deemed to purchase have become the unpurchased Stock Units called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, holder of such shares at the request close of business on the next succeeding date on which the stock transfer books are open. On the last day of the HolderExercise Period, appropriate notation may be made on if this Warrant and the same returned has not previously been exercised it will be deemed exercised by Net Exercise pursuant to the Holder. The Issuer shall not be required to issue a fractional amount of Warrant Stock upon exercise of this Warrant. As to any fraction of a share of Warrant Stock which the Holder would otherwise be entitled to purchase upon Section 2 below, provided that on such exercise the Issuer shall pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction of date the fair market value per of one share of Common Stock is greater than the Exercise Price. The Holder may exercise this Warrant Stock on conditioned upon (and effective immediately prior to) consummation of any transaction that would cause the date expiration of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOFthis Warrant pursuant to Section 7 by so indicating in the Notice of Exercise.

This Warrant. The Exercise Price number of Warrant Shares to be purchased in any exercise hereunder shall be payable (a) in cash no fewer than 25,000 or by certified or official bank check payable to the order total number of Warrant Shares available for purchase at the Issuer or by wire transfer date of immediately available funds to exercise, whichever is less. In the account of the Issuer or (b) by delivery of alternative, this Warrant Certificate to may be exercised on a net basis, such that, without the Issuer for cancellation in accordance with the following formula: in exchange for each share of Warrant Stock issuable on exercise of each Warrant represented by this Warrant Certificate that is being exercisedany funds, the Holder shall receive such receives that number of shares Warrant Shares subscribed to less that number of Warrant Stock as is Shares having an aggregate value computed based upon the fair value at the time of exercise equal to the product of (i) aggregate Exercise Price that would otherwise have been paid by such Holder for the number of shares of Warrant Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or which is the fair market value per share of Warrant Stock at such time minus the Exercise Price per share of Warrant Stock at such time, and the denominator of which is the fair market value per share of Warrant Stock at such timeShares subscribed to. Such Exercise Notice shall be substantially in the form of Schedule A hereto. Upon receipt thereof, the Issuer The Company shall, as promptly as practicable practicable, and in any event within five Business Days (5) days thereafter, execute or cause to be executed issued and deliver or cause to be delivered to the Holder (or its nominee) or the transferee designated in the Notice of Exercise a certificate or certificates representing the aggregate number of Warrant Stock and other securities issuable upon such exercise and any other property to which such Holder is entitledShares specified in the Notice of Exercise. The stock certificate or certificates for Warrant Stock so delivered shall be in such denominations of shares as may be specified in the Exercise Notice said notice and shall be registered issued in the name of the Holder or such other name or names as shall be designated in such Exercise Noticesaid notice. Such certificate or certificates shall be deemed to have been issued and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as of the date on which the last of the Exercise Notice, payment of the Exercise Price and this Warrant is received by the Issuer as aforesaid, and all taxes required to be paid by the Holder, if any, pursuant to the Warrant Agreement, prior to the issuance of Warrant Stock have been paid. If this Warrant shall have been exercised only in part, the Issuer shall, at At the time of delivery of the certificate or certificates representing certificates, appropriate notation shall be made on the Warrant Stock Shares Purchase Schedule attached to this Warrant designating the number of shares purchased, and other securities, execute and deliver this Warrant shall then be returned to the Holder a new if this Warrant evidencing has been exercised only in part. The Holder or transferee so designated in the rights Notice of Exercise shall be deemed to have become the Holder of record of such Warrant Shares for all purposes as of the Holder to purchase close of business on the unpurchased Stock Units called for by this Warrant, date on which new Warrant shall in all other respects be identical with this Warrant, or, at the request Notice of the Holder, appropriate notation may be made on this Warrant and the same returned Exercise is delivered to the Holder. The Issuer shall not be required to issue a fractional amount of Warrant Stock upon exercise of this Warrant. As to any fraction of a share of Warrant Stock which the Holder would otherwise be entitled to purchase upon such exercise the Issuer shall pay a cash adjustment in respect of such final fraction in Office, provided that an amount equal to the same fraction aggregate Exercise Price and this Warrant shall have also been delivered to the Company. The Company shall pay all expenses, taxes (excluding capital gains and income taxes) and other charges payable in connection with the preparation, issuance and delivery of stock certificates, except that, in case stock certificates shall be registered in a name or names other than the name of the fair market value per share Holder, funds sufficient to pay all stock transfer taxes payable upon the issuance of Warrant Stock on stock certificates shall be paid by the date Holder promptly upon receipt of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOFa written request of the Company therefor.

This Warrant. The Exercise Price shall be payable (a) in cash or by certified or official bank check payable to the order of the Issuer or by wire transfer of immediately available funds to the account of the Issuer, (b) by delivery (or causing to be delivered) to the Issuer of Loans held by the Holder (or any of its Affiliates) and outstanding under, and the Note, if any, evidencing the same issued pursuant to, the Credit Agreement (provided that, if such Holder (or any such Affiliate or Affiliates) shall hold both Term Loans and Revolving Credit Loans, such Loans so delivered by such Holder shall consist of a ratable portion of the Term Loans and Revolving Credit Loans held by such Holder and/or its Affiliates; and any such Loans so delivered shall deemed to be paid for purposes of the Credit Agreement, with such payment in the case of such Term Loans being applied in inverse order of the maturity thereof), with such securities being credited against the Exercise Price in an amount equal to the aggregate principal amount of such Loans (plus unpaid and accrued interest) so delivered, or (bc) by delivery of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share the number of Warrant shares of Common Stock issuable on the exercise of each Warrant represented by this Warrant Certificate the Warrants that is are being exercisedexercised at such time, the Holder shall receive such number of shares of Warrant Common Stock as is equal to the product of (i) the number of shares of Warrant Common Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or which is the fair market value Current Market Value per share of Warrant Common Stock at such time minus the Exercise Price per share of Warrant Common Stock at such time, and the denominator of which is the fair market value Current Market Value per share of Warrant Common Stock at such time. Such Exercise Notice shall be substantially in the form of Schedule Exhibit A hereto. Upon receipt thereof, the Issuer shall, as promptly as practicable and in any event within five 5 Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of shares of Warrant Stock and other securities issuable upon such exercise and any other property to which such the Holder is entitled. The certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be registered in the name of the Holder or such other name or names as shall be designated in such Exercise Notice. Such certificate or certificates shall be deemed to have been issued and the Holder or any other Person Warrant so designated to be named therein shall be deemed to have become a Holder holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as of the date on which the last of the Exercise Notice, payment of the Exercise Price and this Warrant is received by the Issuer as aforesaid, and all taxes required to be paid by the Holder, if any, pursuant to the Warrant Agreement, prior to the issuance of Warrant Stock Units have been paid. If this Warrant shall have been exercised only in part, the Issuer shall, at the time of delivery of the certificate or certificates representing Warrant Stock and other securities, execute and deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Stock Units 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. The Issuer shall not be required to issue a fractional amount of Warrant Stock upon exercise of this Warrant. As to any fraction of a share of Warrant Stock which the Holder would otherwise be entitled to purchase upon such exercise exercise, the Issuer shall pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction of the fair market value Current Market Value per share of Warrant Stock on the date of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOFIf reasonably requested by the Issuer in connection with the exercise of this Warrant, the Holder shall deliver to the Issuer a certification of taxpayer identification number or similar form so requested by the Issuer. This Warrant shall be governed by, and construed in accordance with, the law of the State of New York without giving effect to the conflicts of law principles thereof, except to the extent that New York conflicts of laws principles would apply the Delaware General Corporation Law to matters relating to corporations organized thereunder.

This Warrant. The Exercise Price shall be payable (a) in cash or by certified or official bank check payable to the order of the Issuer or by wire transfer of immediately available funds to the account of the Issuer or (b) by delivery of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share of Warrant Common Stock issuable on exercise of each Warrant represented by this Warrant Certificate that is being exercised, the Holder holder shall receive such number of shares of Warrant Common Stock as is equal to (a) (i) the Warrant product of (ix) the number of shares of Warrant Common Stock issuable upon exercise comprising a Stock Unit at the time of such conversion and (y) the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or which is the fair market value Current Market Price per share of Warrant Common Stock at the time of such time conversion minus the Exercise Price per share of Warrant Common Stock at such time, and divided by (b) the denominator of which is the fair market value Current Market Price per share of Warrant Common Stock at such timethe time of conversion, all as provided in the Warrant Agreement. Such Exercise Notice shall may be substantially in the form of Schedule Annex A hereto. Upon receipt thereof, the Issuer shall, as promptly as practicable and in any event within five 5 Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of Warrant Stock and other securities issuable upon such exercise and any other property to which such Holder is entitled. The certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be registered in the name of the Holder or such other name or names as shall be designated in such Exercise Notice. Such certificate or certificates shall be deemed to have been issued and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as of the date on which the last of the Exercise Notice, payment of the Exercise Price and this Warrant is received by the Issuer as aforesaid, and all taxes required to be paid by the Holder, if any, pursuant to the Warrant Agreement, prior to the issuance of Warrant Stock Warrants Units have been paid. If this Warrant shall have been exercised only in part, the Issuer shall, at the time of delivery of the certificate or certificates representing Warrant Stock and other securities, execute and deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Stock Units 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. The Issuer shall not be required to issue a fractional amount of Warrant Stock upon exercise of this Warrant. As to any fraction of a share of Warrant Stock which the Holder would otherwise be entitled to purchase upon such exercise exercise, the Issuer shall pay a Warrant cash adjustment in respect of such final fraction in an amount equal to the same fraction of the fair market value Current Market Price per share of Warrant Stock on the date of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.NEW YORK. Warrant

This Warrant. The Exercise Price shall be payable (a) in cash or by certified or official bank check payable to the order of the Issuer or by wire transfer of immediately available funds to the account of the Issuer, (b) by delivery to the Issuer of any Notes issued pursuant to the Note and Guarantee Agreement, with such securities being credited against the Exercise Price in an amount equal to the aggregate principal amount of the Notes (plus unpaid and accrued interest) so delivered, or (bc) by delivery of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share of Warrant Common Stock issuable on exercise of each Warrant represented by this Warrant Certificate that is being exercised, the Holder shall receive such number of shares of Warrant Common Stock as is equal to the product of (i) the number of shares of Warrant Common Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or which is the fair market value Current Market Value per share of Warrant Common Stock at such time minus the Exercise Price per share of Warrant Common Stock at such time, and the denominator of which is the fair market value Current Market Value per share of Warrant Common Stock at such time. Such Exercise Notice shall may be substantially in the form of Schedule Exhibit A hereto. Upon receipt thereof, the Issuer shall, as promptly as practicable and in any event within five 5 Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of Warrant Stock and other securities issuable upon such exercise and any other property to which such the Holder is entitled. The certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be registered in the name of the Holder or such other name or names as shall be designated in such Exercise Notice. Such certificate or certificates shall be deemed to have been issued and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as of the date on which the last of the Exercise Notice, payment of the Exercise Price and this Warrant is received by the Issuer as aforesaid, and all taxes required to be paid by the Holder, if any, pursuant to the Warrant Agreement, prior to the issuance of Warrant Stock Units have been paid. If this Warrant shall have been exercised only in part, the Issuer shall, at the time of delivery of the certificate or certificates representing Warrant Stock and other securities, execute and deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Stock Units 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. The Issuer shall not be required to issue a fractional amount of Warrant Stock upon exercise of this Warrant. As to any fraction of a share of Warrant Stock which the Holder would otherwise be entitled to purchase upon such exercise exercise, the Issuer shall pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction of the fair market value Current Market Value per share of Warrant Stock on the date of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOFNEW YORK.

This Warrant. The Exercise Price number of Warrant Shares to be purchased in any exercise hereunder shall be payable (a) in cash no fewer than 250,000 or by certified or official bank check payable to the order of the Issuer or by wire transfer of immediately available funds to the account of the Issuer or (b) by delivery of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share total number of Warrant Stock issuable on exercise Shares available for purchase at the date of each Warrant represented by this Warrant Certificate that exercise, whichever is being exercised, the Holder shall receive such number of shares of Warrant Stock as is equal to the product of (i) the number of shares of Warrant Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or which is the fair market value per share of Warrant Stock at such time minus the Exercise Price per share of Warrant Stock at such time, and the denominator of which is the fair market value per share of Warrant Stock at such timeless. Such Exercise Notice shall be substantially in the form of Schedule A hereto. Upon receipt thereof, the Issuer The Company shall, as promptly as practicable practicable, and in any event within five Business Days (5) days thereafter, execute or cause to be executed issued and deliver or cause to be delivered to the Holder (or its nominee) or the transferee designated in the Notice of Exercise a certificate or certificates representing the aggregate number of Warrant Stock and other securities issuable upon such exercise and any other property to which such Holder is entitledShares specified in the Notice of Exercise. The stock certificate or certificates for Warrant Stock so delivered shall be in such denominations of shares as may be specified in the Exercise Notice said notice and shall be registered issued in the name of the Holder or such other name or names as shall be designated in such Exercise Noticesaid notice. Such certificate or certificates shall be deemed to have been issued and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as of the date on which the last of the Exercise Notice, payment of the Exercise Price and this Warrant is received by the Issuer as aforesaid, and all taxes required to be paid by the Holder, if any, pursuant to the Warrant Agreement, prior to the issuance of Warrant Stock have been paid. If this Warrant shall have been exercised only in part, the Issuer shall, at At the time of delivery of the certificate or certificates representing certificates, appropriate notation shall be made on the Warrant Stock Shares Purchase Schedule attached to this Warrant designating the number of shares purchased, and other securities, execute and deliver this Warrant shall then be returned to the Holder a new if this Warrant evidencing has been exercised only in part. The Holder or transferee so designated in the rights Notice of Exercise shall be deemed to have become the Holder of record of such Warrant Shares for all purposes as of the Holder to purchase close of business on the unpurchased Stock Units called for by this Warrant, date on which new Warrant shall in all other respects be identical with this Warrant, or, at the request Notice of the Holder, appropriate notation may be made on this Warrant and the same returned Exercise is delivered to the Holder. The Issuer shall not be required to issue a fractional amount of Warrant Stock upon exercise of this Warrant. As to any fraction of a share of Warrant Stock which the Holder would otherwise be entitled to purchase upon such exercise the Issuer shall pay a cash adjustment in respect of such final fraction in Office, provided that an amount equal to the same fraction aggregate Exercise Price and this Warrant shall have also been delivered to the Company. The Company shall pay all expenses, taxes (excluding capital gains and income taxes) and other charges payable in connection with the preparation, issuance and delivery of stock certificates, except that, in case stock certificates shall be registered in a name or names other than the name of the fair market value per share Holder, funds sufficient to pay all stock transfer taxes payable upon the issuance of Warrant Stock on stock certificates shall be paid by the date Holder promptly upon receipt of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOFa written request of the Company therefor.

This Warrant. The This Exercise Price shall be payable (a) in cash or by certified or official bank check payable to the order of the Issuer or by wire transfer of immediately available funds to the account of the Issuer Issues or (b) by delivery of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share of Warrant Stock issuable on exercise of each Warrant represented by this Warrant Certificate that is being exercised,, the Holder shall receive such number of shares of Warrant Stock as is equal to the product of (i) the number of shares of Warrant Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or of which is the fair market value per share of Warrant Stock at such time minus the Exercise Price per share of Warrant Stock at such time, and the denominator of which is the fair market value per share of Warrant Stock at such time. Such Exercise Notice shall be substantially in the form of Schedule A hereto. Upon receipt thereofhereof, the Issuer shall, as promptly as practicable and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of Warrant Stock and other securities issuable upon such exercise and any other property to which such Holder is entitled. The certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be registered in the name of the Holder or such other name or names as shall be designated in such Exercise Notice. Such certificate or certificates shall be deemed to have been issued and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as of the date on which the last of the Exercise Notice, payment of the Exercise Price and this Warrant is received by the Issuer as aforesaid, and all taxes required to be paid by the Holder, if any, pursuant to the Warrant Agreement, prior to the issuance of Warrant Stock have been paid. If this Warrant shall have been exercised only in part, the Issuer shall, at the time of delivery of the certificate or certificates representing Warrant Stock and other securities, execute and deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Stock Units 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. 162 The Issuer shall not be required to issue a fractional amount of Warrant Stock upon exercise of this Warrant. As to any fraction of a share of Warrant Stock which the Holder would otherwise be entitled to purchase upon such exercise the Issuer shall pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction faction of the fair market value per share of Warrant Stock on the date of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

This Warrant. The Exercise Price number of Warrant Shares to be purchased in any exercise hereunder shall be payable (a) in cash no fewer than 25,000 or by certified or official bank check payable to the order total number of Warrant Shares available for purchase at the Issuer or by wire transfer date of immediately available funds to exercise, whichever is less. In the account of the Issuer or (b) by delivery of alternative, this Warrant Certificate to may be exercised on a net basis, such that, without the Issuer for cancellation in accordance with the following formula: in exchange for each share of Warrant Stock issuable on exercise of each Warrant represented by this Warrant Certificate that is being exercisedany funds, the Holder shall receive such receives that number of shares Warrant Shares subscribed to less that number of Warrant Stock as is Shares having an aggregate value computed based upon the Fair Market Value equal to the product of (i) aggregate Exercise Price that would otherwise have been paid by such Holder for the number of shares of Warrant Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or which is the fair market value per share of Warrant Stock at such time minus the Exercise Price per share of Warrant Stock at such time, and the denominator of which is the fair market value per share of Warrant Stock at such timeShares subscribed to. Such Exercise Notice shall be substantially in the form of Schedule A hereto. Upon receipt thereof, the Issuer The Company shall, as promptly as practicable practicable, and in any event within five Business Days (5) days thereafter, execute or cause to be executed issued and deliver or cause to be delivered to the Holder (or its nominee) or the transferee designated in the Notice of Exercise a certificate or certificates representing the aggregate number of Warrant Stock and other securities issuable upon such exercise and any other property to which such Holder is entitledShares specified in the Notice of Exercise. The stock certificate or certificates for Warrant Stock so delivered shall be in such denominations of shares as may be specified in the Exercise Notice said notice and shall be registered issued in the name of the Holder or such other name or names as shall be designated in such Exercise Noticesaid notice. Such certificate or certificates shall be deemed to have been issued and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as of the date on which the last of the Exercise Notice, payment of the Exercise Price and this Warrant is received by the Issuer as aforesaid, and all taxes required to be paid by the Holder, if any, pursuant to the Warrant Agreement, prior to the issuance of Warrant Stock have been paid. If this Warrant shall have been exercised only in part, the Issuer shall, at At the time of delivery of the certificate or certificates representing certificates, appropriate notation shall be made on the Warrant Stock Shares Purchase Schedule attached to this Warrant designating the number of shares purchased, and other securities, execute and deliver this Warrant shall then be returned to the Holder a new if this Warrant evidencing has been exercised only in part. The Holder or transferee so designated in the rights Notice of Exercise shall be deemed to have become the Holder of record of such Warrant Shares for all purposes as of the Holder to purchase close of business on the unpurchased Stock Units called for by this Warrant, date on which new Warrant shall in all other respects be identical with this Warrant, or, at the request Notice of the Holder, appropriate notation may be made on this Warrant and the same returned Exercise is delivered to the Holder. The Issuer shall not be required to issue a fractional amount of Warrant Stock upon exercise of this Warrant. As to any fraction of a share of Warrant Stock which the Holder would otherwise be entitled to purchase upon such exercise the Issuer shall pay a cash adjustment in respect of such final fraction in Office, provided that an amount equal to the same fraction aggregate Exercise Price and this Warrant shall have also been delivered to the Company. The Company shall pay all expenses, taxes (excluding capital gains and income taxes) and other charges payable in connection with the preparation, issuance and delivery of stock certificates, except that, in case stock certificates shall be registered in a name or names other than the name of the fair market value per share Holder, funds sufficient to pay all stock transfer taxes payable upon the issuance of Warrant Stock on stock certificates shall be paid by the date Holder promptly upon receipt of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOFa written request of the Company therefor.

This Warrant. The Exercise Price shall be payable payable, at the option of the Holder, (a) in cash or by certified or official bank check payable to the order of the Issuer or by wire transfer of immediately available funds to the account of the Issuer, (b) by delivery to the Issuer of the Note (as defined in the Warrant Agreement), with such securities being credited against the Exercise Price in an amount equal to the aggregate principal amount of the Notes (plus unpaid and accrued interest) so delivered, or (bc) by delivery of this Warrant Certificate to the Issuer for cancellation in accordance with the following formula: in exchange for each share of Warrant Common Stock issuable on exercise of each Warrant represented by this Warrant Certificate that is being exercised, the Holder shall receive such number of shares of Warrant Common Stock as is equal to the product of (i) the number of shares of Warrant Common Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (ii) a fraction, the numerator or which is the fair market value Current Market Value per share of Warrant Common Stock at such time minus the Exercise Price per share of Warrant Common Stock at such time, and the denominator of which is the fair market value Current Market Value per share of Warrant Common Stock at such time. Such Exercise Notice shall may be substantially in the form of Schedule EXHIBIT A hereto. Upon receipt thereof, the Issuer shall, as promptly as practicable and in any event within five 5 Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of Warrant Stock and other securities issuable upon such exercise and any other property to which such the Holder is entitled. The certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be registered in the name of the Holder or such other name or names as shall be designated in such Exercise Notice. Such certificate or certificates shall be deemed to have been issued and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder holder of record of Warrant Stock, including, to the extent permitted by law, the right to vote Warrant Stock or to consent or to receive notice as a Shareholder, as of the date on which the last of the Exercise Notice, payment of the Exercise Price and this Warrant is received by the Issuer as aforesaid, and all Warrant taxes required to be paid by the Holder, if any, pursuant to the Warrant Agreement, prior to the issuance of Warrant Stock Units have been paid. If this Warrant shall have been exercised only in part, the Issuer shall, at the time of delivery of the certificate or certificates representing Warrant Stock and other securities, execute and deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Stock Units 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. The Issuer shall not be required to issue a fractional amount of Warrant Stock upon exercise of this Warrant. As to any fraction of a share of Warrant Stock Stock, which the Holder would otherwise be entitled to purchase upon such exercise exercise, the Issuer shall pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction of the fair market value Current Market Value per share of Warrant Stock on the date of exercise. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOFNEW YORK.