Amendments to the Warrant Clause Samples

Amendments to the Warrant. The Warrant is hereby amended as follows: Section 2.1 is deleted in its entirety and the following shall be inserted in lieu thereof, to be read as though Section 2.1 contained the language set forth below on the original date of the Warrant (it being understood that the number of shares of the Warrant Stock set forth below does not take into account any additional Warrant Stock in favor of the Registered Holder that has become available between the date of the Warrant and the date of this amendment as a result of the adjustment provisions of the Warrant or otherwise):

Amendments to the Warrant. (a) Section 1.7 of the Warrant is hereby amended and replaced with the following:

Amendments to the Warrant. The follow additional section is added to the certificate representing the Warrants and shall be included in the certificate representing any Additional Warrants:

Amendments to the Warrant. The Warrant shall be amended as follows: (a) The fifth sentence of Section 1(a) shall be amended and restated in its entirety as follows: "If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to such holder a new Warrant evidencing the rights of such holder to purchase the remaining Warrant Shares called for by this Warrant, which new Warrant shall in all other respects by identical to this Warrant, or, at the request of such holder, appropriate notation may be made on this Warrant and the same returned to such holder." (b) Section 1(b) shall be amended and restated in its entirety as follows:

Amendments to the Warrant. (i) Section 2.01 (a) is deleted in its entirety and the following shall be inserted in lieu thereof: (a) From and after the Original Issue Date, this Warrant shall entitle the Holder to purchase (subject to the terms and conditions contained herein, including Section 2.01(b)) 523,022 shares of Common Stock at a price of $4.00 per share of Common Stock (the “Exercise Price”), in each case subject to adjustment pursuant to Article III‎.” (ii) Section 2.02 is deleted in its entirety and the following shall be inserted in lieu thereof:

Amendments to the Warrant. Effective upon the Blocker Waiver Effective Date, Section 10 of the Warrant is hereby deleted in its entirety and the following new Section 10 inserted in lieu thereof:

Amendments to the Warrant a. The Company and the Investor hereby agree to amend the second sentence of under Section 1 to read in its entirety as follows: “This Warrant was issued in conjunction with that certain Securities Purchase Agreement (the “SPA”), the Facility Agreement, as amended from time to time, (the “Facility Agreement”) and the Registration Rights Agreement, as amended from time to time (“Registration Rights Agreement”) by and between the Company and _________________, each originally dated October 2, 2012, entered into in conjunction herewith.” b. The Company and the Investor hereby agree to add the following as the last paragraph of Section 5(c): “Notwithstanding any provision herein or in the Transaction Documents to the contrary, the issuance of any securities in connection with the proposed financing that the Company intends to complete in 2013, consisting of shares of Common Stock, convertible debt or warrants with a price per share of Common Stock and an exercise and/ or conversion price under such convertible debt and warrants of not less than the conversion price in effect under the terms of the Notes immediately following such transaction, and which will result in gross proceeds of not more than $30 million (excluding any proceeds that may be received upon conversion of any notes or the exercise of any warrants issued in the 2013 Financing), including the issuance of any securities upon conversion or exercise of any securities issued in connection with such financing, shall be disregarded as an issuance of shares of Common Stock for purposes of clause (D) of the definition of "Major Transaction.”

Amendments to the Warrant. 1. The text of the last line in the paragraph defining the term "Common Stock" in the Warrant, is hereby amended by inserting the words "and shall include the common stock purchase rights under the Company's Rights Agreement, dated March 9, 1999, as amended from time to time, attached thereto" after the closed parenthesis and before the period. 2. Section 2 of the Warrant is hereby amended and restated to read in its entirety as follows:

Amendments to the Warrant. As of the Effective Date, Section 3([d]) of the Warrant is hereby amended and restated to read in its entirety as follows: