Common use of Date of Exercise Clause in Contracts

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered to the Company in accordance with Section 2(a). Upon delivery of the Exercise Form to the Company in accordance with Section 2(a), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be; provided, however, that in the event an Exercise Form in respect of a Cashless Major Exercise is delivered prior to the occurrence of the applicable Major Transaction, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and the Date of Exercise shall in such event be deemed to be the date of the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise 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. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered to the Company in accordance with Section 2(a). Upon delivery of the Exercise Form to the Company in accordance with Section 2(a), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be; provided, however, that in the event an Exercise Form in respect of a Cashless Major Exercise is delivered prior to the occurrence of the applicable Major Transaction, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and the Date of Exercise shall in such event be deemed to be the date of the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise)Warrant, within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise Exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise Form by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise 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. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date of Exercise” of the Warrant shall shall, in each case, be defined as the date that the Exercise Form attached hereto as Exhibit AA-1, completed and executed, is delivered sent by electronic mail to the Company Company, provided that the Exercise Price is satisfied as soon as practicable thereafter but in accordance with Section 2(a)no event later than two (2) Business Days following the date of such electronic mail. Alternatively, the Date of Exercise shall be defined as the date the original Exercise Form is received by the Company, if Holder has not previously sent the Exercise Form by electronic mail. Upon delivery of the Exercise Form to the Company in accordance with Section 2(a)by electronic mail or otherwise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Warrant Shares, as the case may be; provided, however, that in the event an Exercise Form in respect of a Cashless Major Exercise is delivered prior to the occurrence of the applicable Major Transaction, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and the Date of Exercise shall in such event be deemed to be have occurred on the date of the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new New Warrant evidencing the right to purchase the remaining number of Exercise Warrant Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered sent by facsimile or electronic mail to the Company, provided that the Exercise Form is received by the Company and the Exercise Price is satisfied, each as soon as practicable thereafter but in accordance with Section 2(a)no event later than two (2) business days following the date of such facsimile or electronic mail. Alternatively, the Date of Exercise shall be defined as the date the original Exercise Form is received by the Company, if Holder has not sent advance notice by facsimile or electronic mail. Upon delivery of the Exercise Form to the Company in accordance with Section 2(a)by facsimile, electronic mail or otherwise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Warrant Shares, as the case may be; provided, however, that in the event an Exercise Form in respect of a Cashless Major Exercise is delivered prior to the occurrence in respect of the applicable Major a Non-Surviving Change of Control Transaction, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Major Non-Surviving Change of Control Transaction and provided, further, that in the Date event of a Cashless Major Exercise triggered by an event set forth in Section 5(c)(i)(F), the Holder shall in such event be deemed to be have become the date holder of record of the shares issuable upon such exercise immediately following the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following of the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new New Warrant evidencing the right to purchase the remaining number of Exercise Warrant Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date of Exercise” of the this Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered sent by facsimile or electronic mail to the Company; provided that the Exercise Price, if applicable, is satisfied as soon as practicable thereafter but no later than the number of Trading Days comprising the Standard Settlement Period after the Date of Exercise. In the event that the Exercise Price (if applicable) set forth in the Exercise Form is not paid to the Company by the deadline therefor, as set forth in accordance with Section 2(a)the preceding sentence, the Date of Exercise shall be such date as such Exercise Price is received by the Company, unless the exercise contemplated by such Exercise Form is rescinded by Holder. Alternatively, the Date of Exercise shall be defined as the date the original Exercise Form is received by the Company or the Transfer Agent if Holder has not previously sent the Exercise Form by facsimile or electronic mail. Upon delivery of the Exercise Form to the Company in accordance with Section 2(a)by facsimile, the electronic mail or otherwise, Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Warrant Shares, as the case may be; provided, however, that that, in the event an Exercise Form in respect of a Cashless Major Exercise is delivered during the Cashless Major Exercise Period (as defined below) but prior to the occurrence of the applicable Major Transaction, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and the Date of Exercise shall in such event be deemed to be have occurred on the date of the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Warrant Shares available hereunder and the this Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise 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 Warrant Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Subject to the limitations of this Agreement, each Installment of Covered Shares of the Option shall be exercisable on and after the Vesting Date for such Installment as described in the following schedule (but only if the Date of Exercise” Termination has not occurred before the Vesting Date): Notwithstanding the foregoing provisions of this paragraph 3, the Option shall become vested and exercisable as follows: (a) The Option shall become fully exercisable upon the Date of Termination, if the Date of Termination occurs by reason of the Warrant Participant’s death or Disability. (b) The Option shall become fully exercisable upon a Change in Control that occurs on or before the Date of Termination. (c) If the Option is not fully exercisable upon the Participant’s Date of Termination, and the Participant’s Date of Termination occurs because of Retirement, then, for purposes of this paragraph 3 and subject to paragraph 17(g), the Participant shall be treated as though employed by the Company and Subsidiaries after the Participant’s actual Date of Termination until the Vesting Date has occurred with respect to all of the Covered Shares. (d) If the Option is not fully exercisable upon the Participant’s Date of Termination, and the Participant’s Date of Termination occurs by virtue of a Termination Without Cause, then for purposes of applying the foregoing vesting schedule, the Participant shall be treated as though employed by the Company and Subsidiaries after the Participant’s actual Date of Termination until the two-year anniversary of the Date of Termination. The terms “Cause” and “Terminated Without Cause” shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered to the Company in accordance with Section 2(a). Upon delivery of the Exercise Form to the Company in accordance with Section 2(a), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be; provided, however, that set forth in the event an Exercise Form in respect of a Cashless Major Exercise Employment Agreement. Notwithstanding the foregoing, if the Executive’s employment is delivered prior to the occurrence of the applicable Major TransactionTerminated without Cause, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and the Date of Exercise shall in such event be deemed to be the date of the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise 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. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraphparagraph (d) shall apply, following and the purchase provisions of paragraph 4(e) with respect to Retirement shall apply only if the Executive executes and returns to the Company a general release and waiver of all claims against the Company as required under the Employment Agreement. Subject to paragraphs (c) and (d) above, the Option may be exercised on or after the Date of Termination only as to that portion of the Exercise Covered Shares hereunderfor which it was exercisable immediately prior to (or became exercisable on) the Date of Termination. Notwithstanding the foregoing provisions of this paragraph 3, as of the Participant’s Date of Termination for Cause, the number of Exercise Option shall be canceled as to any Covered Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofas to which it has not previously been exercised.

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the later of the date that (i) the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered to the Company in accordance with Section 2(a), and (ii) the payment of the Exercise Price for the number of Exercise Shares as to which this Warrant is being exercised (which may take the form of a Cashless Exercise if so indicated in the Exercise Notice pursuant to Section 3 below). Upon delivery of the Exercise Form to last of the Company items required in accordance with Section 2(a), the definition of “Date of Exercise,” the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be; provided, however, that in the event an Exercise Form in respect of a Cashless Major Exercise is delivered prior to the occurrence of the applicable Major Transaction, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and the Date of Exercise shall in such event be deemed to be the date of the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise 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. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, duly completed and executed, is delivered to received by facsimile or electronic mail by the Company, provided that the original Exercise Form is received by the Company and the Exercise Price is satisfied, each as soon as practicable thereafter but in accordance with Section 2(a)any event no later than the close of business on the second Business Day thereafter. Alternatively, if Holder has not sent advance notice by facsimile or electronic mail, the Date of Exercise shall be defined as the date the original Exercise Form is received by the Company, provided that the Exercise Price is satisfied no later than the close of business on the second Business Day thereafter. Upon delivery of the Exercise Form to the Company in accordance with Section 2(a)by facsimile, electronic mail or otherwise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Shares, as the case may beaccount; provided, however, that (i) in the event an Exercise Form in respect of a Cashless Major Exercise is delivered prior to the occurrence in respect of the applicable Major a Qualified Change of Control Transaction, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Qualified Change of Control Transaction, (ii) in the event of a Cashless Major Transaction and Exercise triggered by an event set forth in Section 5(c)(i)(E), the Date of Exercise Holder shall in such event be deemed to be have become the date holder of record of the shares issuable upon such exercise immediately following the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days Transaction and (iiiii) in the number of Trading Days comprising event that the Standard Settlement Period Exercise Price is not satisfied by no later than the second Business Day following the date delivery of exercise the Exercise Form, as aforesaiddescribed above, the Holder shall deliver not be deemed to have become a holder of record of such Warrant Shares until such time as the aggregate Exercise Price for is received by the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bankCompany. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three two (32) Trading Business Days following of the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new New Warrant evidencing the right to purchase the remaining number of Exercise Warrant Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date Subject to the limitations of Exercise” of this Agreement, the Warrant Option shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered exercisable according to the Company in accordance with Section 2(a). Upon delivery of the Exercise Form to the Company in accordance with Section 2(a)following schedule, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Shares with respect to which this Warrant has been Exercised, irrespective each installment shown in the schedule on and after the Vesting Date applicable to such installment: [20% of total shares] Covered Shares [grant date plus 1 year] [20% of total shares] Covered Shares [grant date plus 2 year] [20% of total shares] Covered Shares [grant date plus 3 year] [20% of total shares] Covered Shares [grant date plus 4 year] [20% of total shares] Covered Shares [grant date plus 5 year] An Installment shall not become exercisable on the otherwise applicable Vesting Date if the Participant’s Date of Termination (as defined in paragraph 8) occurs on or before such Vesting Date. The Option may be exercised on or after the Date of Termination only with respect to that portion of the date such Exercise Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be; provided, however, Option that in the event an Exercise Form in respect of a Cashless Major Exercise is delivered prior to the occurrence of the applicable Major Transaction, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise was exercisable immediately prior to the consummation Date of such Major Transaction and Termination, or as to which it became exercisable on the Date of Exercise shall Termination in such event be deemed accordance with sub-paragraphs 3(a) and 3(b), and only for the period prior to be the date of Expiration Date (defined in paragraph 4). Notwithstanding the occurrence of the Major Transaction. In the case of a Cash Exercise foregoing provisions of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaidparagraph 3, the Holder Option shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required become exercisable with respect to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Covered Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant (to the Company for cancellation within three extent it is not then otherwise exercisable) as follows: (3a) Trading Days following The Option shall become fully exercisable upon the date Participant’s Date of Termination, if the final Exercise Form is delivered to the Company. Execution and delivery Participant’s Date of an Exercise Form with respect to a partial Exercise 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. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, Termination occurs by reason of the provisions Participant’s death or Disability. (b) The Option shall become fully exercisable upon a Change in Control (as defined under the Plan) with respect to the Participant, if the Participant’s Date of this paragraph, following Termination does not occur on or before the purchase Change in Control. If the employment of a Participant shall terminate for Cause (as defined under the Plan), rights under all outstanding Options shall be immediately terminated upon termination of employment and no portion of the Exercise Shares hereunder, the number any outstanding Option shall be exercisable on or after such Date of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofTermination.

Date of Exercise. (a) The “Date of Exercise” Option shall become exercisable (shall vest) with respect to: (i) 1/4th of the Warrant shall be defined Covered Shares as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered to the Company in accordance with Section 2(a). Upon delivery of the Initial Exercise Form to the Company in accordance with Section 2(a), the Holder shall be deemed for all corporate purposes to have become the holder of record Date; and (ii) 1/48th of the Exercise Covered Shares with respect to which this Warrant has been Exercised, irrespective as of the date such Exercise Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date end of delivery each of the certificates evidencing such Exercise Sharesnext 36 calendar months thereafter, as the case may be; provided, however, that to the extent that the Option has not become exercisable (vested) on or before the Participant’s Date of Termination, such Option shall no longer become exercisable (vest) in accordance with the foregoing schedule as of any date subsequent to the Participant’s Date of Termination except as provided in the event an Exercise Form immediately following paragraphs. Exercisability under this schedule is cumulative, and after the Option becomes exercisable under the schedule with respect to any portion of the Covered Shares, it shall continue to be exercisable with respect to that portion, and only that portion, of the Covered Shares until the Expiration Date (described in Section 4 below). (b) Notwithstanding Section 3(a), the Option shall become immediately exercisable (vest) with respect to all of a Cashless Major Exercise is delivered prior to the Covered Shares (whether or not previously vested) upon the occurrence of the applicable Major Transaction, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and the Participant’s Date of Exercise shall in such event be deemed to be the date of the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise 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. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, Termination by reason of the provisions Participant’s death or Disability if such Date of this paragraphTermination is after the Initial Exercise Date. (c) Notwithstanding Section 3(a), following the purchase Option shall become immediately exercisable (vest) with respect to all of the Covered Shares (whether or not previously vested) upon the date of a portion Change in Control if the Participant’s Date of Termination does not occur before such Change in Control and a Complying Assumption does not occur in connection with the Change in Control. If a Complying Assumption occurs in connection with the Change in Control, then the Option shall become immediately exercisable (vest) with respect to all of the Exercise Covered Shares hereunder, (whether or not previously vested) if the number Participant’s Date of Exercise Shares available Termination occurs upon or in the one-year period immediately following a Change in Control (as defined in the Plan) unless such Date of Termination is due to termination of Participant by the Company for purchase hereunder at any given time may be less than the amount stated on the face hereofCause or Participant’s voluntary termination of his or her employment without Good Reason.

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered sent by facsimile to the Company in accordance with Section 2(a)to the attention of the Company’s Chief Financial Officer, provided that the original Warrant and Exercise Form are received by the Company and the Exercise Price is satisfied, within two (2) business days thereafter. Alternatively, the Date of Exercise shall be defined as the date the completed and exercised original Exercise Form is received by the Company, if Holder has not sent advance notice by facsimile, provided that the original Warrant is received by the Company and the Exercise Price is satisfied within two (2) business days thereafter. Upon delivery of the Exercise Form to the Company in accordance with Section 2(a)by facsimile or otherwise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Warrant Shares, as the case may be; provided, however, that in the event an Exercise Form in respect of a Cashless Major Exercise is delivered prior to the occurrence in respect of the applicable Major a Qualified Change of Control Transaction, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Major Qualified Change of Control Transaction and provided, further, that in the Date event of a Cashless Major Exercise triggered by an event set forth in Section 5(c)(i)(G), the Holder shall in such event be deemed to be have become the date holder of record of the shares issuable upon such exercise immediately following the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise 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. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. (a) The “rights with respect to this Option shall vest and become exercisable with respect to: (i) 330,000 of the Covered Shares as of the date on which Target I (defined below) is met, provided that if such date is on or before the Initial Exercise Date, this Option shall not be exercisable until the Initial Exercise Date and shall be forfeited if there is a Date of Exercise” Termination prior to the Initial Exercise Date; (ii) 330,000 of the Warrant Covered Shares as of the date on which Target II (defined below) is met, provided that if such date is on or before the Initial Exercise Date, this Option shall not be exercisable until the Initial Exercise Date and shall be defined forfeited if there is a Date of Termination prior to the Initial Exercise Date; (iii) 330,000 of the Covered Shares as of the date on which Target III (defined below) is met, provided that if such date is on or before the Initial Exercise Date, this Option shall not be exercisable until the Initial Exercise Date and shall be forfeited if there is a Date of Termination prior to the Initial Exercise Date; (iv) 330,000 of the Covered Shares as of the date on which Target IV (defined below) is met, provided that if such date is on or before the Initial Exercise Date, this Option shall not be exercisable until the Initial Exercise Date and shall be forfeited if there is a Date of Termination prior to the Initial Exercise Date; and (v) 330,000 of the Covered Shares as of the date on which Target V (defined below) is met, provided that if such date is on or before the Initial Exercise Date, this Option shall not be exercisable until the Initial Exercise Date and shall be forfeited if there is a Date of Termination prior to the Initial Exercise Date; provided, however, in each case, to the extent that the Exercise Form attached hereto as Exhibit AOption has not vested on or before the Participant’s Date of Termination for any reason, completed such Option shall no longer vest and executed, is delivered to the Company become exercisable in accordance with the foregoing schedule as of any date subsequent to the Participant’s Date of Termination except as provided in Section 2(a3(b) with respect to a Change in Control (as defined in the Plan). Upon delivery Vesting under this schedule is cumulative, and after the Option becomes exercisable under the schedule with respect to any portion of the Exercise Form Covered Shares, it shall continue to be exercisable with respect to that portion, and only that portion, of the Covered Shares until the Expiration Date (described in Section 4 below), subject, however, to Section 4.15 of the Plan. For the avoidance of doubt, achievement of a higher target includes within it achievement of all lower targets to the Company in accordance with extent not previously achieved. (b) Notwithstanding the provisions of Section 2(a3(a), the Holder Option shall be deemed for all corporate purposes to have become the holder of record of the Exercise Shares fully vested and immediately exercisable with respect to which this Warrant has been Exercisedall of the Covered Shares, irrespective whether or not previously vested, upon the occurrence of the date such Exercise Shares are credited to of a Change in Control under the Holder’s or its designee’s Depository Trust Company (“DTC”) account or condition that the date of delivery the Change of Control does not occur prior to July 1, 2012 or the Participant’s Date of Termination. (c) Target I shall be achieved if either (i) commencing on or after July 1, 2012, the Company has had an average closing price for its Stock, as reported by NASDAQ, during a thirty (30) consecutive trading day period (excluding from such period, any trading day in which the total trading volume of the certificates evidencing Stock, as reported by NASDAQ, is less than 10,000) of at least $2.00, or (ii) the Company has achieved EBITDA Target A. Target II shall be achieved if either (i) commencing on or after July 1, 2012, the Company has had an average closing price for its Stock, as reported by NASDAQ, during a thirty (30) consecutive trading day period (excluding from such Exercise Sharesperiod, any trading day in which the total trading volume of the Stock, as reported by NASDAQ, is less than 10,000) of at least $2.50, or (ii) the Company has achieved EBITDA Target B. Target III shall be achieved if either (i) commencing on or after July 1, 2012, the Company has had an average closing price for its Stock, as reported by NASDAQ, during a thirty (30) consecutive trading day period (excluding from such period, any trading day in which the total trading volume of the Stock, as reported by NASDAQ, is less than 10,000) of at least $3.00, or (ii) the Company has achieved EBITDA Target C. Target IV shall be achieved if either (i) commencing on or after July 1, 2012, the Company has had an average closing price for its Stock, as reported by NASDAQ, during a thirty (30) consecutive trading day period (excluding from such period, any trading day in which the total trading volume of the Stock, as reported by NASDAQ, is less than 10,000) of at least $3.50, or (ii) the Company has achieved EBITDA Target D. Target V shall be achieved if either (i) commencing on or after July 1, 2012, the Company has had an average closing price for its Stock, as reported by NASDAQ, during a thirty (30) consecutive trading day period (excluding from such period, any trading day in which the total trading volume of the Stock, as reported by NASDAQ, is less than 10,000) of at least $4.00, or (ii) the Company has achieved EBITDA Target E. (d) EBITDA Targets shall be equitably adjusted in the good faith discretion of the Committee to compensate for the effect of changes in accounting principles and material acquisitions and dispositions. (e) In the event that the Company is required to prepare an accounting restatement due to material non-compliance of the Company with any financial reporting requirement under the securities laws (Restatement”), for any reason including without limitation as a result of fraud, negligence, or intentional misconduct, whether by Participant or any other person(s), Participant shall reimburse the Company for the amount of the proceeds of sale by Participant of any Covered Shares (“Excess Payment”), the vesting of which was determined in whole or in part upon meeting or exceeding EBITDA Targets for the period(s) covered by the Restatement, that would not have been met based upon the financial results as restated, and any such award held by Participant that has vested but remains unsold shall be forfeited. In the event that any Restatement related to the Company’s financial statements for fiscal 2008 changes the EBITDA for such year, the EBITDA Targets shall be equitably adjusted to account for the change in such base year, it being the intention that each successive EBITDA Target shall be 20% greater than the adjusted fiscal 2008 base year and/or prior EBITDA Target, as the case may be; provided, however, that in . The portion of any Excess Payment retained by Participant net after taxes shall be repaid within ninety (90) days after the event an Exercise Form in respect Executive has been notified of a Cashless Major Exercise is delivered prior to Board determination described below, and the occurrence remainder of such Excess Payment, if any, shall be repaid within thirty (30) days of the applicable Major Transactiondate on which the Executive is entitled to receive the benefit of a refund claim. Participant shall have no reimbursement obligation under this subsection unless the Board of Directors of the Company has considered the matter in a meeting (which may be telephonic) at which Participant (with counsel) is given the opportunity to appear and discuss the matter, and in its good faith discretion has made a determination that reimbursement is appropriate under the circumstances. The rights under this Agreement are in addition to, and do not replace, the Holder shall be deemed to have become the holder of record rights of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and the Date of Exercise shall in such event be deemed to be the date Company under Section 304 of the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise 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. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered sent by facsimile or electronic mail to the Company Company, provided that the Exercise Price, if applicable, is satisfied as soon as practicable, but in accordance with Section 2(a)any event no later than two (2) Trading Days, thereafter. Upon delivery Alternatively, the Date of Exercise shall be defined as the date the original Exercise Form is received by the Company, if the Holder has not previously sent the Exercise Form to by facsimile or electronic mail, provided that the Company Exercise Price, if applicable, is satisfied as soon as practicable, but in accordance with Section 2(a)any event no later than two (2) Trading Days, after such receipt. On the Date of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Warrant Shares, as the case may be; provided, however, that in the event an Exercise Form in respect of a Cashless Major Exercise is delivered prior to the occurrence of the applicable Major Transaction, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and the Date of Exercise shall in such event be deemed to be have occurred on the date of the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new New Warrant evidencing the right to purchase the remaining number of Exercise Warrant Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Subject to the limitations of this Agreement, each Installment of Covered Shares of the Option shall be exercisable on and after the Vesting Date for such Installment as described in the following schedule (but only if the Date of Exercise” Termination has not occurred before the Vesting Date): Notwithstanding the foregoing provisions of this paragraph 3, the Option shall become vested and exercisable as follows: (a) The Option shall become fully exercisable upon the Date of Termination, if the Date of Termination occurs by reason of the Warrant Participant’s death or Disability. (b) The Option shall become fully exercisable upon a Change in Control that occurs on or before the Date of Termination. (c) If the Option is not fully exercisable upon the Participant’s Date of Termination, and the Participant’s Date of Termination occurs because of Retirement, the Participant shall be treated as though employed by the Company and Subsidiaries after the Participant’s actual Date of Termination until the Vesting Date has occurred with respect to all of the Covered Shares. (d) If the Option is not fully exercisable upon the Participant’s Date of Termination, and the Participant’s Date of Termination occurs by virtue of a Termination Without Cause, then for purposes of applying the foregoing vesting schedule, and for purposes of determining the Expiration Date of the Option, the Participant shall be treated as though employed by the Company and Subsidiaries after the Participant’s actual Date of Termination until the later of the date on which the Payment Period ends under the Employment Agreement or the date on which the term of the Employment Agreement ends. The terms “Cause” and “Terminated Without Cause” shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered to the Company in accordance with Section 2(a). Upon delivery of the Exercise Form to the Company in accordance with Section 2(a), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be; provided, however, that set forth in the event an Exercise Form in respect of a Cashless Major Exercise Employment Agreement. Notwithstanding the foregoing, if the Executive’s employment is delivered prior to the occurrence of the applicable Major TransactionTerminated without Cause, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and the Date of Exercise shall in such event be deemed to be the date of the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise 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. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraphparagraph (d) shall apply only if the Executive executes and returns to the Company a general release and waiver of all claims against the Company as required under the Employment Agreement. Subject to paragraphs (c) and (d) above, following the purchase Option may be exercised on or after the Date of a Termination only as to that portion of the Exercise Covered Shares hereunderfor which it was exercisable immediately prior to (or became exercisable on) the Date of Termination. Notwithstanding the foregoing provisions of this paragraph 3, as of the Participant’s Date of Termination for Cause, the number of Exercise Option shall be canceled as to any Covered Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofas to which it has not previously been exercised.

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered sent by facsimile or electronic mail to the Company, provided that the Exercise Form is received by the Company and the Exercise Price is satisfied, each as soon as practicable thereafter but in accordance with Section 2(a)no event later than two (2) business days (for purposes of this Warrant, “business days” means days on which banks are open for business in The City of New York) following the date of such facsimile or electronic mail. Alternatively, the Date of Exercise shall be defined as the date the original Exercise Form is received by the Company, if Holder has not sent advance notice by facsimile or electronic mail. Upon delivery of the Exercise Form to the Company in accordance with Section 2(a)by facsimile, electronic mail or otherwise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Warrant Shares, as the case may be; provided, however, that in the event an Exercise Form in respect of a Cashless Major Exercise is delivered prior to the occurrence in respect of the applicable Major a Non-Surviving Change of Control Transaction, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Non-Surviving Change of Control Transaction, and provided further, that in the event of a Cashless Major Transaction and Exercise triggered by an event set forth in Section 5(c)(i)(F), the Date of Exercise Holder shall in such event be deemed to be have become the date holder of record of the shares issuable upon such exercise immediately following the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following of the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new New Warrant evidencing the right to purchase the remaining number of Exercise Warrant Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date of Exercise” of the Warrant shall shall, in each case, be defined as the date that the Exercise Form attached hereto as Exhibit AA-1, completed and executed, is delivered sent by electronic mail to the Company Company, provided that the Exercise Price is satisfied as soon as practicable thereafter but in accordance with Section 2(a)no event later than two (2) Business Days following the date of such electronic mail. Alternatively, the Date of Exercise shall be defined as the date the original Exercise Form is received by the Company, if Holder has not previously sent the Exercise Form by electronic mail. Upon delivery of the Exercise Form to the Company in accordance with Section 2(a)by electronic mail or otherwise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Warrant Shares, as the case may be; provided, however, that in the event an Exercise Form in respect of a Cashless Major Exercise is delivered prior to the occurrence of the applicable Major Transaction, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and the Date of Exercise shall in such event be deemed to be have occurred on the date of the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise 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 Warrant Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date of Exercise” of the Warrant Option shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered become exercisable according to the Company in accordance with Section 2(a)---------------- following schedule. Upon delivery of the Exercise Form to the Company in accordance with Section 2(a), the Holder Dates: The Option shall be deemed for all corporate purposes to have become the holder of record of the Exercise Shares exercisable with respect to which this Warrant has been Exercised, irrespective the following percentage of the Covered Shares: Immediately upon execution of this Agreement 100% For purposes of this schedule, a year shall mean the 12-month period commencing on the Grant Date and each anniversary date such Exercise Shares are credited thereafter. In the event that the Participant's relationship with the Company is terminated, whether voluntarily or involuntarily, prior to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or date on which the Participant is fully vested, the Participant shall only have the right to exercise that portion of the Options that had vested prior to said date of delivery termination. Exercisability under the schedule is cumulative, and after the Option becomes exercisable under the schedule with respect to any portion of the certificates evidencing such Exercise Covered Shares, it shall continue to be exercisable with respect to that portion of the Covered Shares until the "Expiration Date," as defined below. Notwithstanding any provision to the case may be; providedcontrary set forth herein, howeverthe Option shall become immediately and fully exercisable with respect to all of the Covered Shares (e.g., that 100% vested) in the event that (i) the Company shall dispose of, or agree to dispose of, all or substantially all of its assets as an Exercise Form entity and thereafter dissolve, (ii) consolidate with or merge into another corporation or permit one or more corporations to consolidate with or merge into it and pursuant to any such merger or consolidation the Company shall not be the resulting or surviving corporation, (iii) a "Change in respect Control," as defined below, of a Cashless Major Exercise the Company occurs, or (iv) the Participant's employment relationship with the Company is delivered prior terminated by the Company without cause. In any such event described in (i) or (ii) above, this Option shall terminate upon the consummation of such event, but the Company shall require the resulting company to issue an equivalent Option (with the same vesting and exercise rights as set forth herein) to the occurrence Participant. In the event of any merger or consolidation involving the Company and pursuant to which the Company shall be the resulting or surviving corporation, then the Options granted hereunder shall not be subject to full and immediate vesting nor to termination and replacement. For purposes of this Agreement, a "Change in Control" of the applicable Major Transaction, the Holder Company shall be deemed to have become the holder of record occurred if more than fifty percent (50%) of the issued and outstanding shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and the Date of Exercise shall in such event be deemed to be the date capital stock of the occurrence of the Major Transaction. In the case of Company are transferred to a Cash Exercise of this Warrant third party (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise 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. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof).

Date of Exercise. The “Date Subject to the limitations of Exercise” of this Agreement, the Warrant Option shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered to the Company exercisable in accordance with Section 2(a)the terms set forth in the Grant Letter. Upon delivery An Option shall not become exercisable on the otherwise applicable vesting date if the Participant’s Date of Termination (as defined in paragraph 8) occurs on or before such vesting date. Notwithstanding the Exercise Form to the Company in accordance with Section 2(a)foregoing provisions, however, the Holder Option shall be deemed for all corporate purposes to have become the holder of record of the Exercise Shares exercisable with respect to which this Warrant has been Exercisedthe Covered Shares (to the extent it is not then otherwise exercisable) as follows: (a) The Option shall become fully exercisable upon the Participant’s Date of Termination, irrespective if the Participant’s Date of Termination occurs by reason of the date such Exercise Shares are credited to Participant’s death, Retirement or Disability. Notwithstanding the Holder’s foregoing, if the Option is conditioned on the achievement of one or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be; provided, however, that more performance objectives set forth in the event an Exercise Form in respect of a Cashless Major Exercise is delivered prior to Grant Letter, then the occurrence Option shall become exercisable under this paragraph 3(a) only as of the applicable Major Transaction, the Holder shall be deemed to have become the holder of record vesting date (assuming achievement of the shares issuable upon such exercise immediately prior performance objectives), with the number of Covered Shares exercisable pro-rated based on the ratio of actual months of employment by the Participant to the consummation total number of such Major Transaction and months in the Date of Exercise applicable vesting schedule, if any. (b) The Option shall become fully exercisable upon a Change in such event be deemed to be the date of the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise)Control, within the earlier of if (i) two (2) Trading Days the Participant’s Date of Termination does not occur before the Change in Control and (ii) the number Committee determines to accelerate such exercisability. Notwithstanding the foregoing, if the Option is conditioned on the achievement of Trading Days comprising one or more performance objectives set forth in the Standard Settlement Period following Grant Letter, then the amount of Covered Shares subject to accelerated vesting under this paragraph 3(b) shall not exceed the pro rata amount based on the ratio of actual months of employment by the Participant to the date of exercise as aforesaid, the Holder shall deliver Change of Control to the aggregate Exercise Price for the shares specified total number of months in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bankvesting schedule, if any. The Holder shall not be required accelerated vesting of such pro rata portion is subject to physically surrender this Warrant to attaining the Company until the Holder has purchased all performance objectives, with partial settlement of the Exercise Shares available hereunder and Option to occur as soon as practical after the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation Compensation Committee certifies attainment of the original Warrant and issuance goals. If the Committee determines to accelerate vesting of a new Warrant evidencing such Option in this manner, then the right to purchase remainder of the Covered Shares shall be unaffected, with full vesting of such remaining number of Exercise SharesCovered Shares on the applicable vesting date (only if the performance objectives have been met). The Holder and Option may be exercised on or after the Company shall maintain records showing the number Date of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a Termination only as to that portion of the Exercise Covered Shares hereunderas to which it was exercisable immediately prior to the Date of Termination, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated or as to which it became exercisable on the face hereofDate of Termination in accordance with this paragraph 3.

Date of Exercise. (a) The Option shall become exercisable (each an “Date of Exercise” Exercise Date”) according to the following schedule. As of the Warrant following Anniversary of the Agreement Date: The Option shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered become exercisable with respect to the Company following percentage of the Covered Shares: One-year anniversary 20% Two-year anniversary 20% Three-year anniversary 20% Four-year anniversary 20% Fifth-year anniversary 20% The Option shall not become exercisable in accordance with Section 2(a)the foregoing schedule as of any anniversary if the Participant’s Date of Termination occurs before such anniversary. Upon delivery Exercisability under this schedule is cumulative, and after the Option becomes exercisable under the schedule with respect to any portion of the Covered Shares, it shall continue to be exercisable with respect to that portion of the Covered Shares until the “Expiration Date” (as defined below) or otherwise ceases to be exercisable under the Plan or this Agreement. (b) No Option granted under this Agreement shall be exercisable on or after any Exercise Form Date unless the Company’s pre-tax income margin (defined as pre-tax income excluding the impact of discontinued operations, extraordinary items and accounting changes, if any, divided by total revenues) for the full fiscal year ended immediately prior to a specified Exercise Date equaled or exceeded the average per-tax income margin of a peer group consisting of at least three similarly situated, publicly held casual dining restaurant companies with at least 75% of their restaurants being company operated; such peer group being determined by the Committee in its reasonable discretion. Options not exercisable as a result of the failure of the Company to meet the performance condition specified above shall be added to the Company Options subject to exercise on the next Exercise Date, provided that the performance condition is then satisfied. (c) Notwithstanding the foregoing provisions of this paragraph 3, the Option shall become exercisable with respect to all of the Covered Shares upon the date of a Change in Control, if the Change in Control occurs prior to the Participant’s Date of Termination, subject to and in accordance with Section 2(a), the Holder shall be deemed for all corporate purposes to have become the holder of record Article X of the Exercise Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be; provided, however, that in the event an Exercise Form in respect of a Cashless Major Exercise is delivered prior to the occurrence of the applicable Major Transaction, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and the Date of Exercise shall in such event be deemed to be the date of the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise 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. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofPlan.

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the later of the date that (i) the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered to the Company in accordance with Section 2(a1.1(a), and (ii) the payment of the Exercise Price for the number of Exercise Shares as to which this Warrant is being exercised (which may take the form of a Cashless Exercise if so indicated in the Exercise Notice pursuant to Section 3 below). Upon delivery of the Exercise Form to last of the Company items required in accordance with Section 2(a), the definition of “Date of Exercise,” the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be; provided, however, that in the event an Exercise Form in respect of a Cashless Major Exercise is delivered prior to the occurrence of the applicable Major Transaction, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and the Date of Exercise shall in such event be deemed to be the date of the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise 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. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date Subject to the limitations of Exercise” of this Agreement, the Warrant Option shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered to the Company in accordance with Section 2(a). Upon delivery of the Exercise Form to the Company in accordance with Section 2(a), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Shares exercisable with respect to which this Warrant has been Exercised, irrespective all Covered Shares on the last day of the date such Exercise Shares are credited to Plan Year for which it is granted, provided that the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery Director is a director of the certificates evidencing such Exercise Shares, as Company or an employee of the case may be; provided, however, Company or a Subsidiary on that in the event an Exercise Form in date. The Option shall become exercisable with respect of a Cashless Major Exercise is delivered to all Covered Shares prior to the occurrence date specified above to the extent set forth below: (a) The Option shall be exercisable with respect to all Covered Shares on the date the Director ceases to be a director of the applicable Major TransactionCompany (and is not otherwise employed by the Company or its Subsidiaries), if the Holder Director ceases to be a director by reason of his Retirement, Disability or death. (b) The Option shall be deemed exercisable with respect to all Covered Shares upon a Change in Control (as defined in the Plan), provided that such Change in Control occurs on or before the date the Director ceases to be a director of the Company and an employee of the Company or a Subsidiary. The application of this paragraph 3 and paragraph 4 shall be subject to the following: (A) The Director shall be considered to have become the holder of record ceased to be a director of the shares issuable upon such exercise immediately prior to Company by reason of “Retirement” if the consummation of such Major Transaction and the Date of Exercise shall in such event be deemed to be the date Director has satisfied both of the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of following requirements (i) two the Director has served as a director of the Company for five full Plan Years (2) Trading Days or partial years as may be permitted by the Nominating and Governance Committee of the Board of Directors); and (ii) the number Director ceases to be a member of Trading Days comprising the Standard Settlement Period following Board on the last day of his Term. The last day of the Director’s Term is the date on which the Director’s tenure as a member of the Board is scheduled to cease under the Company’s bye-laws in the absence of reelection. (B) The Director shall be considered to have a “Disability” if the Nominating and Governance Committee of the Board of Directors determines that he is unable to serve as a director of the Company as a result of a medically determinable physical or mental impairment. (C) For purposes of this Agreement, the term “Plan Year” means the period beginning on the date of exercise as aforesaid, an Annual General Meeting and ending on the Holder shall deliver date immediately preceding the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer next Annual General Meeting. (D) The Option may be exercised on or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following after the date the final Exercise Form is delivered Director ceases to the Company. Execution and delivery of an Exercise Form with respect to be a partial Exercise shall have the same effect as cancellation director of the original Warrant Company and issuance an employee of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of or a Subsidiary only as to that portion of the Exercise Covered Shares hereunder, for which it was exercisable immediately prior to (or became exercisable on) the number date the Director ceases to be a director of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on Company and an employee of the face hereofCompany or a Subsidiary.

Date of Exercise. (a) The “Option shall become exercisable (shall vest) with respect to: (i) of the Covered Shares as of the date on which Target I (described below) is met; (ii) of the Covered Shares as of the date on which Target II (described below) is met; (iii) of the Covered Shares as of the date on which Target III (described below) is met; (iv) of the Covered Shares as of the date on which Target IV (described below) is met; and (v) of the Covered Shares as of the date on which Target V (described below) is met; provided, however, in each case, to the extent that the Option has not become exercisable (vested) on or before the Participant’s Date of Exercise” of the Warrant Termination for any reason, such Option shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed no longer vest and executed, is delivered to the Company become exercisable in accordance with Section 2(a)the foregoing schedule (the “Original Vesting Schedule”) as of any date subsequent to the Participant’s Date of Termination. Upon delivery Exercisability (vesting) under the Original Vesting Schedule is cumulative, and after the Option becomes exercisable under the Original Vesting Schedule with respect to any portion of the Exercise Form Covered Shares, it shall continue to be exercisable with respect to that portion, and only that portion, of the Covered Shares until the Expiration Date (described in Section 4 below), subject, however, to Section 4.15 of the Plan. For the avoidance of doubt, achievement of a higher target includes within it achievement of all lower targets to the extent not previously achieved. (b) Notwithstanding the provisions of Section 3(a), the Option shall become fully vested and immediately exercisable with respect to all of the Covered Shares (whether or not previously vested) upon the occurrence of a Change in Control if the Participant’s Date of Termination does not occur before such date and a Complying Assumption does not occur in connection with the Change in Control. If a Complying Assumption occurs in connection with the Change in Control, then the Option shall become immediately exercisable (vest) with respect to all of the Covered Shares (whether or not previously vested) if the Participant’s Date of Termination occurs upon or in the one-year period immediately following the occurrence of the Change in Control unless such Date of Termination is due to termination of Participant by the Company for Cause or Participant’s voluntary termination of his or her employment without Good Reason. In order for a Complying Assumption to be effective, any Covered Shares that have not vested under Section 3(a) as of the occurrence of the Change in Control (the “Remaining Covered Shares”) shall become excisable (shall vest) in accordance with the following schedule (the “New Vesting Schedule”) and the Original Vesting Schedule shall thereafter be of no further force or effect: (i) 1/4th of the Remaining Covered Shares as of the later of (A) __________ or (B) the occurrence of the Change in Control; and (ii) 1/48th of the Remaining Covered Shares as of the end of each calendar month beginning in _________ and ending in _________; provided, however, to the extent that the Change in Control occurs subsequent to any such calendar month, then the Remaining Covered Shares that would have vested during such prior calendar month(s) shall become excisable (shall vest) upon the occurrence of the Change in Control, provided, however, in each case, to the extent that the Option has not become exercisable (vested) on or before the Participant’s Date of Termination for any reason, such Option shall no longer vest and become exercisable in accordance with the New Vesting Schedule as of any date subsequent to the Participant’s Date of Termination except as provided in this Section 2(a3(b). Exercisability (vesting) under the New Vesting Schedule is cumulative, and after the Option becomes exercisable under the New Vesting Schedule with respect to any portion of the Remaining Covered Shares, it shall continue to be exercisable with respect to that portion, and only that portion, of the Remaining Covered Shares until the Expiration Date, subject, however, to Section 4.15 of the Plan. (c) Target I shall be achieved if either (i) the Company has had an average closing price for its Stock, as reported by NASDAQ, during a thirty (30) consecutive trading day period commencing on or after the Grant Date (excluding from such period, any trading day in which the total trading volume of the Stock, as reported by NASDAQ, is less than 10,000) of at least $2.00, or (ii) the Company has achieved EBITDA Target A. Target II shall be achieved if either (i) the Company has had an average closing price for its Stock, as reported by NASDAQ, during a thirty (30) consecutive trading day period commencing on or after the Grant Date (excluding from such period, any trading day in which the total trading volume of the Stock, as reported by NASDAQ, is less than 10,000) of at least $2.50, or (ii) the Company has achieved EBITDA Target B. Target III shall be achieved if either (i) the Company has had an average closing price for its Stock, as reported by NASDAQ, during a thirty (30) consecutive trading day period commencing on or after the Grant Date (excluding from such period, any trading day in which the total trading volume of the Stock, as reported by NASDAQ, is less than 10,000) of at least $3.00, or (ii) the Company has achieved EBITDA Target C. Target IV shall be achieved if either (i) the Company has had an average closing price for its Stock, as reported by NASDAQ, during a thirty (30) consecutive trading day period commencing on or after the Grant Date (excluding from such period, any trading day in which the total trading volume of the Stock, as reported by NASDAQ, is less than 10,000) of at least $3.50, or (ii) the Company has achieved EBITDA Target D. Target V shall be achieved if either (i) the Company has had an average closing price for its Stock, as reported by NASDAQ, during a thirty (30) consecutive trading day period commencing on or after the Grant Date (excluding from such period, any trading day in which the total trading volume of the Stock, as reported by NASDAQ, is less than 10,000) of at least $4.00, or (ii) the Company has achieved EBITDA Target E. (d) EBITDA Targets shall be equitably adjusted in the good faith discretion of the Committee to compensate for the effect of changes in accounting principles and material acquisitions and dispositions. (e) In the event that the Company is required to prepare an accounting restatement due to material non-compliance of the Company with any financial reporting requirement under the securities laws (“Restatement”), for any reason including without limitation as a result of fraud, negligence, or intentional misconduct, whether by Participant or any other person(s), Participant shall reimburse the Company for the amount of the proceeds of sale by Participant of any Covered Shares (“Excess Payment”), the Holder vesting of which was determined in whole or in part upon meeting or exceeding EBITDA Targets for the period(s) covered by the Restatement, that would not have been met based upon the financial results as restated, and any such award held by Participant that has vested but remains unsold shall be deemed for all corporate purposes to have become forfeited. In the holder of record of the Exercise Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Shares are credited event that any Restatement related to the HolderCompany’s or its designee’s Depository Trust Company (“DTC”) financial statements changes the EBITDA for such year, the EBITDA Targets shall be equitably adjusted to account or for the date of delivery of change in such base year, it being the certificates evidencing such Exercise Sharesintention that each successive EBITDA Target shall be 20% greater than the adjusted base year and/or prior EBITDA Target, as the case may be; provided, however, that in . The portion of any Excess Payment retained by Participant net after taxes shall be repaid within ninety (90) days after the event an Exercise Form in respect Executive has been notified of a Cashless Major Exercise is delivered prior to Board determination described below, and the occurrence remainder of such Excess Payment, if any, shall be repaid within thirty (30) days of the applicable Major Transactiondate on which the Executive is entitled to receive the benefit of a refund claim. Participant shall have no reimbursement obligation under this subsection unless the Board of Directors of the Company has considered the matter in a meeting (which may be telephonic) at which Participant (with counsel) is given the opportunity to appear and discuss the matter, and in its good faith discretion has made a determination that reimbursement is appropriate under the circumstances. The rights under this Agreement are in addition to, and do not replace, the Holder shall be deemed to have become the holder of record rights of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and the Date of Exercise shall in such event be deemed to be the date Company under Section 304 of the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise 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. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, duly completed and executed, is delivered to received by facsimile or electronic mail by the Company, provided that the Exercise Form is received by the Company and the Exercise Price (if applicable) is satisfied, each as soon as practicable thereafter but in accordance with Section 2(a)any event no later than the close of business on the second Business Day thereafter. Alternatively, if Holder has not sent advance notice by facsimile or electronic mail, the Date of Exercise shall be defined as the date the original Exercise Form is received by the Company, provided that the Exercise Price, if applicable, is satisfied no later than the close of business on the second Business Day thereafter. Upon delivery of the Exercise Form to the Company in accordance with Section 2(a)by facsimile, electronic mail or otherwise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Warrant Shares, as the case may be; provided, however, that (i) in the event an Exercise Form in respect of a Cashless Major Exercise is delivered prior to the occurrence in respect of the applicable Major a Qualified Change of Control Transaction, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Qualified Change of Control Transaction, (ii) in the event of a Cashless Major Transaction and Exercise triggered by an event set forth in Section 5(c)(i)(E), the Date of Exercise Holder shall in such event be deemed to be have become the date holder of record of the shares issuable upon such exercise immediately following the occurrence of the Major Transaction. In Transaction and (iii) in the case event that the Exercise Price (if applicable) is not satisfied by no later than the second Business Day following the delivery of the Exercise Form, as described above, the Holder shall not be deemed to have become a Cash holder of record of such Warrant Shares until such time as the Exercise of this Price is received by the Company and the Company shall have no obligation to deliver such Warrant (other than a Loan Exchange Exercise), within the earlier of (i) Shares until two (2) Trading Business Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date Company’s receipt of exercise as aforesaid, the Holder shall deliver the aggregate full Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bankPrice. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three two (32) Trading Business Days following of the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form and other required information with respect to a partial Exercise 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 Warrant Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Date of Exercise” of the this Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered sent by electronic mail to the Company; provided that the Exercise Price, if applicable, is satisfied as soon as practicable thereafter but no later than the number of Trading Days comprising the Standard Settlement Period after the Date of Exercise. In the event that the Exercise Price (if applicable) set forth in the Exercise Form is not paid to the Company in accordance with Section 2(a)by the deadline therefor, the Date of Exercise shall be such date as the Exercise Price is received by the Company, unless the exercise contemplated by such Exercise Form is rescinded by Holder. Alternatively, the Date of Exercise shall be defined as the date the original Exercise Form (and Exercise Price, if applicable) is received by the Company or the Transfer Agent if Holder has not previously sent the Exercise Form by electronic mail. Upon delivery of the Exercise Form (and Exercise Price, if applicable) to the Company in accordance with Section 2(a)electronic mail or otherwise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Warrant Shares, as the case may be; provided, however, that in the event an Exercise Form in respect of a Cashless Major Exercise is delivered prior to the occurrence of the applicable Major Transaction, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and the Date of Exercise shall in such event be deemed to be the date of the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder ▇▇▇▇▇▇ has purchased all of the Exercise Warrant Shares available hereunder and the this Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise 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 Warrant Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Date of Exercise. The “Subject to the limitations of this Agreement, each Installment of Covered Shares of the Option shall be exercisable on and after the Vesting Date for such Installment as described in the following schedule (but only if the Date of Exercise” Termination has not occurred before the Vesting Date): Notwithstanding the foregoing provisions of this paragraph 3, the Option shall become vested and exercisable as follows: (a) The Option shall become fully exercisable upon the Date of Termination, if the Date of Termination occurs by reason of the Warrant Participant’s death or Disability. (b) The Option shall become fully exercisable upon a Change in Control that occurs on or before the Date of Termination. (c) If the Option is not fully exercisable upon the Participant’s Date of Termination, and the Participant’s Date of Termination occurs because of Retirement, the Participant shall be treated as though employed by the Company and Subsidiaries after the Participant’s actual Date of Termination until the Vesting Date has occurred with respect to all of the Covered Shares. (d) If the Option is not fully exercisable upon the Participant’s Date of Termination, and the Participant’s Date of Termination occurs by virtue of a Termination Without Cause, then for purposes of applying the foregoing vesting schedule, and for purposes of determining the Expiration Date of the Option, the Participant shall be treated as though employed by the Company and Subsidiaries after the Participant’s actual Date of Termination until the later of the date on which the Participant ceases receiving severance payments under the Employment Agreement or the date on which the term of the Employment Agreement ends. A notice of termination shall be deemed to constitute a notice of non-renewal of the Employment Agreement term under the provisions of the Employment Agreement to be effective as of the earliest date permitted under the Employment Agreement. The terms “Cause” and “Terminated Without Cause” shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered to the Company in accordance with Section 2(a). Upon delivery of the Exercise Form to the Company in accordance with Section 2(a), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be; provided, however, that set forth in the event an Exercise Form in respect of a Cashless Major Exercise Employment Agreement. Notwithstanding the foregoing, if the Executive’s employment is delivered prior to the occurrence of the applicable Major TransactionTerminated without Cause, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Major Transaction and the Date of Exercise shall in such event be deemed to be the date of the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise 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. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraphparagraph (d) shall apply only if the Executive executes and returns to the Company a general release and waiver of all claims against the Company as required under the Employment Agreement. Subject to paragraphs (c) and (d) above, following the purchase Option may be exercised on or after the Date of a Termination only as to that portion of the Exercise Covered Shares hereunderfor which it was exercisable immediately prior to (or became exercisable on) the Date of Termination. Notwithstanding the foregoing provisions of this paragraph 3, as of the Participant’s Date of Termination for Cause, the number of Exercise Option shall be canceled as to any Covered Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofas to which it has not previously been exercised.

Date of Exercise. The “Date Subject to the limitations of Exercise” of this Agreement, the Warrant Option shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered to the Company exercisable in accordance with Section 2(a)the terms set forth in the Grant Letter. Upon delivery An Option shall not become exercisable on the otherwise applicable vesting date if the Participant’s Date of Termination (as defined in paragraph 8) occurs on or before such vesting date. Notwithstanding the Exercise Form to the Company in accordance with Section 2(a)foregoing provisions, however, the Holder Option shall be deemed for all corporate purposes to have become the holder of record of the Exercise Shares exercisable with respect to which this Warrant has been Exercisedthe Covered Shares (to the extent it is not then otherwise exercisable) as follows: (a) The Option shall become fully exercisable upon the Participant’s Date of Termination, irrespective if the Participant’s Date of Termination occurs by reason of the date such Exercise Shares are credited to Participant’s death, Retirement or Disability. Notwithstanding the Holder’s foregoing, if the Option is conditioned on the achievement of one or its designee’s Depository Trust Company (“DTC”) account or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be; provided, however, that more performance objectives set forth in the event an Exercise Form in respect of a Cashless Major Exercise is delivered prior to Grant Letter, then the occurrence Option shall become exercisable under this paragraph 3(a) only as of the applicable Major Transaction, the Holder shall be deemed to have become the holder of record vesting date (assuming achievement of the shares issuable upon such exercise immediately prior performance objectives), with the number of Covered Shares exercisable pro-rated based on the ratio of actual months of employment by the Participant to the consummation total number of such Major Transaction and months in the Date of Exercise applicable vesting schedule, if any. (b) The Option shall become fully exercisable upon a Change in such event be deemed to be the date of the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise)Control, within the earlier of if (i) two (2) Trading Days the Participant’s Date of Termination does not occur before the Change in Control and (ii) the number Committee determines to accelerate such exercisability. Notwithstanding the foregoing, if the Option is conditioned on the achievement of Trading Days comprising one or more performance objectives set forth in the Standard Settlement Period following Grant Letter, then the amount of Covered Shares subject to accelerated vesting under this paragraph 3(b) shall not exceed the pro rata amount based on the ratio of actual months of employment by the Participant to the date of exercise as aforesaid, the Holder shall deliver Change of Control to the aggregate Exercise Price for the shares specified total number of months in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bankvesting schedule, if any. The Holder accelerated vesting of such pro rata portion may assume that the performance objectives will be met, with partial settlement of the Option to occur as soon as practical after the Change of Control. If in fact the performance objectives are not met at the end of the applicable vesting schedule, then the Participant shall not be required to physically surrender this Warrant repay any amounts or forfeit any of the Option or any stock acquired pursuant to the Company until the Holder has purchased all exercise of the Exercise Shares available hereunder and Option. If the Warrant has been exercised Committee determines to accelerate vesting of such Option in fullthis manner, in which case then the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation remainder of the original Warrant and issuance Covered Shares shall be unaffected, with full vesting of a new Warrant evidencing such remaining Covered Shares on the right to purchase applicable vesting date (assuming the remaining number of Exercise Sharesperformance objectives have been met). The Holder and Option may be exercised on or after the Company shall maintain records showing the number Date of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a Termination only as to that portion of the Exercise Covered Shares hereunderas to which it was exercisable immediately prior to the Date of Termination, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated or as to which it became exercisable on the face hereofDate of Termination in accordance with this paragraph 3.

Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that the Exercise Form attached hereto as Exhibit A, completed and executed, is delivered sent by facsimile or electronic mail to the Company, provided that the Exercise Form is received by the Company in accordance with Section 2(a)and the Exercise Price is satisfied, each as soon as practicable thereafter. Alternatively, the Date of Exercise shall be defined as the date the original Exercise Form is received by the Company, if Holder has not sent advance notice by facsimile or electronic mail. Upon delivery of the Exercise Form to the Company in accordance with Section 2(a)by facsimile, electronic mail or otherwise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exercise Warrant Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise Warrant Shares are issued in certificated form or credited to the Holder’s or its designeeaccount at the Company’s Depository Trust Company transfer agent (the “DTCTransfer Agent”) account or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be); provided, however, that in the event an Exercise Form in respect of a Cashless Major Exercise is delivered prior to the occurrence in respect of the applicable Major a Qualified Change of Control Transaction, the Holder shall be deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Major Qualified Change of Control Transaction and provided, further, that in the Date event of a Cashless Major Exercise triggered by an event set forth in Section 5(c)(i)(E), the Holder shall in such event be deemed to be have become the date holder of record of the shares issuable upon such exercise immediately following the occurrence of the Major Transaction. In the case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Exercise Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following of the date the final Exercise Form is delivered to the Company. Execution and delivery of an the Exercise Form with respect to a partial Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new New Warrant evidencing the right to purchase the remaining number of Exercise Warrant Shares. The Holder and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofif any.