Common use of Exercise Notice Clause in Contracts

Exercise Notice. The undersigned, the Holder, hereby elects to exercise purchase rights represented by such Warrant for, and to purchase thereunder, ____________ shares of the Common Stock covered by such Warrant and herewith makes payment in full therefor of $_________ cash and/or by cancellation of $__________ of indebtedness of the Company to the Holder hereof and requests that, subject to the terms and conditions of the Warrant, certificates for such shares (and any securities or property deliverable upon such exercise) be issued in the name of and delivered to ______________________ whose address is _______________________________________, and whose social security or employer identification number is ____________. The undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, the undersigned is acquiring such Common Stock for the Holder's own account and not as a nominee for any other party, for investment and not with a view to distribution thereof and that the certificate or certificates representing such Common Stock may bear a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. In addition, the undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, stop transfer instructions will be entered on the Company's stock transfer records with respect to Common Stock issued upon this exercise. Dated: __________________________ Signature guaranteed: AMENDMENT NO. 1 TO THE to Purchase Common Stock of Cali Realty Corporation This Amendment No. 1 is made, effective as of January 31, 1997, by and between Cali Realty Corporation, a Maryland corporation (the "Company") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, or registered and permitted assigns (the "Holder").

Exercise Notice. To: The undersigned, the Holder, hereby elects to exercise purchase rights represented by such Warrant for, and to purchase thereunder, ____________ shares of the Common Stock covered by such Warrant and herewith makes payment in full therefor of $_________ cash and/or by cancellation of $__________ of indebtedness of the Directors China Food Company to the Holder hereof and requests that, subject to the terms and conditions of the Warrant, certificates for such shares plc (and any securities or property deliverable upon such exercise) be issued in the name of and delivered to ______________________ whose address is _______________________________________, and whose social security or employer identification number is ____________. The undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, the undersigned is acquiring such Common Stock for the Holder's own account and not as a nominee for any other party, for investment and not with a view to distribution thereof and that the certificate or certificates representing such Common Stock may bear a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. In addition, the undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, stop transfer instructions will be entered on “the Company's stock transfer records with respect to Common Stock issued upon this exercise”) (Registered in England and Wales under no. Dated: __________________________ Signature guaranteed: AMENDMENT NO. 1 TO THE to Purchase Common Stock of Cali Realty Corporation This Amendment No. 1 is made, effective as of January 31, 1997, by and between Cali Realty Corporation, a Maryland corporation (the "Company"06077223) and ▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ W1S 1HU From: [Warrantholder] Date: [●] I/We, the registered holder(s) of the Warrants hereby give notice in accordance with and pursuant to the terms of the Warrants of my/our wish to exercise my/our Warrants in accordance with the particulars below. Number of Ordinary Shares to be issued Residual number of Ordinary Shares subject to Subscription Rights I/We hereby notify you for the purposes of the attached Condition 10.3 that the Subscription Rights in respect of which [certain of] the Warrants are hereby exercised have been assigned and that the Subscription Rights shall be exercisable by the following persons in respect of the following number of Ordinary Shares:- [names and addresses of Warrantholder and/or assignees] [number of Ordinary Shares] I/We confirm that £[●] has been transferred to the bank account notified to me/us by China Food Company plc being payment in full at the Subscription Price per share for the total number of Ordinary Shares for which I/we [and such assignees] wish to subscribe. I/We desire all of such Ordinary Shares to be registered in [my/our name(s)][in the name of the subscribers identified above]. Electronic book entry transfer of depository interests representing such Ordinary Shares requested: (check one) (1) YES NO Crest Participant ID: Crest Account ID: Please issue the Ordinary Shares to [me/us] [the above subscribers] to the address shown above or, if no address is given, to the registered address of the Warrantholder. I/We hereby authorise the despatch of the certificate(s) in respect of the Ordinary Shares in the Company to be allotted to [me/us][the above subscribers] by post to the address shown above or if no address is given to the registered and permitted assigns (address of the "Holder").Warrantholder. ……………………………………… …………………………… Signature of registered Warrantholder Date

Exercise Notice. Dated: _______________, ____ The undersigned, the Holder, undersigned hereby irrevocably elects to exercise purchase rights represented the Stock Purchase Warrant, dated December 31, 2009, issued by OxySure Systems, Inc., a Delaware corporation (the “Company”), to the undersigned to the extent of purchasing _____ Shares of the Company's Common Stock and hereby makes payment of $__________ in payment of the aggregate Warrant Price of such Shares, as provided in Section 5 of such Stock Purchase Warrant.. OXYSURE SYSTEMS, INC. By: Name Title (To be executed only upon the assignment of the within Warrant) FOR VALUE RECEIVED, the undersigned registered Holder of the within Warrant forhereby sells, assigns and to purchase thereunder, transfers unto _____________________ shares of the Common Stock covered by such Warrant and herewith makes payment in full therefor of $, whose address is _________ cash and/or by cancellation of $___________ of indebtedness all of the Company to the Holder hereof and requests that, subject to the terms and conditions rights of the undersigned under the within Warrant, certificates for with respect to shares of Common Stock (as defined within the Warrant) of OxySure Systems, Inc., and, if such shares (and any securities or property deliverable upon such exercise) of Common Stock shall not include all the shares of Common Stock issuable as provided in the within Warrant, that a new Warrant of like tenor for the number of shares of Common Stock not being transferred hereunder be issued in the name of and delivered to the undersigned, and does hereby irrevocably constitute and appoint _________________ attorney to register such transfer on the books of OxySure Systems, Inc. maintained for that purpose, with full power of substitution in the premises. Dated:_____________ Signature Guaranteed By: _______________________________________ whose address is (Signature of Registered Holder) Title: _______________________________________, and whose social security or employer identification number is ____________. The undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, the undersigned is acquiring such Common Stock for the Holder's own account and not as a nominee for any other party, for investment and not with a view to distribution thereof and that the certificate or certificates representing such Common Stock may bear a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. In addition, the undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, stop transfer instructions will be entered on the Company's stock transfer records with respect to Common Stock issued upon this exercise. Dated: __________________________ Signature guaranteed: AMENDMENT NO. 1 TO THE to Purchase Common Stock of Cali Realty Corporation This Amendment No. 1 is made, effective as of January 31, 1997, by and between Cali Realty Corporation, a Maryland corporation (the "Company") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, or registered and permitted assigns (the "Holder").

Exercise Notice. The undersigned, the Holder, hereby elects to exercise purchase rights represented by such Warrant for, and to purchase thereunder, ____________ shares of the Common Stock covered by such Warrant and herewith makes payment in full therefor of $_________ cash and/or by cancellation of $__________ of indebtedness of the Company to the Holder hereof and requests that, subject to the terms and conditions of the Warrant, certificates for such shares (and any securities or property deliverable upon such exercise) be issued in the name of and delivered to ______________________ whose address is _______________________________________, and whose social security or employer identification number is ____________. The undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, the undersigned is acquiring such Common Stock for the Holder's own account and not as a nominee for any other party, for investment and not with a view to distribution thereof and that the certificate or certificates representing such Common Stock may bear a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. In addition, the undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, stop transfer instructions will be entered on the Company's stock transfer records with respect to Common Stock issued upon this exercise. Dated: __________________________ Signature guaranteed: AMENDMENT NO. 1 TO THE to Purchase Common Stock of Cali Realty Corporation This Amendment No. 1 is made, effective as of January 31, 1997, by and between Cali Realty Corporation, a Maryland corporation (the "Company") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, or registered and permitted assigns (the "Holder").

Exercise Notice. The undersignedChase Manhattan Bank Corporate Trust Securities Window 55 Water Street, the Room 234 North Building New York, New York 10041 At▇▇▇▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇r▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (▇▇▇ "▇▇▇▇▇tered Holder, ") hereby elects to exercise purchase rights represented by such Warrant for, and to purchase thereunder, __irrevocably exercises __________ shares Warrants (the "Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of Warrants at least equal to the Common Stock covered number of Exercised Warrants, and the Exercise Property with respect thereto. The Registered Holder hereby directs the Warrant Agent (a) to deliver the Warrant Property as follows: and (b) if the number of Exercised Warrants is less than the number of Warrants represented by such the enclosed Warrant and herewith makes payment in full therefor of $Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to: Dated:_________ cash and/or by cancellation of $__________ of indebtedness of the Company to the Holder hereof and requests that, subject to the terms and conditions of the Warrant, certificates for such shares (and any securities or property deliverable upon such exercise) be issued in the name of and delivered to ______________________ whose address is __________________________________ (Registered Holder) By:______, and whose social security or employer identification number is ____________. The undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, the undersigned is acquiring such Common Stock for the Holder's own account and not as a nominee for any other party, for investment and not with a view to distribution thereof and that the certificate or certificates representing such Common Stock may bear a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. In addition, the undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, stop transfer instructions will be entered on the Company's stock transfer records with respect to Common Stock issued upon this exercise. Dated: __________________________ Authorized Signature guaranteedAddress: AMENDMENT NOTelephone: [If Warrant is a Global Warrant, insert this Schedule A.] SCHEDULE A [Designation of Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is __________. In accordance with the Universal Warrant Agreement and the Unit Agreement dated as of May 6, 1999 among the Issuer, The Chase Manhattan Bank, as Unit Agent, as Warrant Agent, as Collateral Agent, and as Trustee under the Indenture referred to therein and the Holders from time to time of the Units described therein, the following (A) exchanges of [the number of Universal Warrants indicated below for a like number of Universal Warrants to be represented by a Global Universal Warrant that has been separated from a Unit (a "Separated Universal Warrant")]1 [the number of Universal Warrants that had been represented by a Global Universal Warrant that is part of a Unit (an "Attached Unit Universal Warrant") for a like number of Universal Warrants represented by this Global Universal Warrant]2 or (B) reductions as a result of the exercise of the number of Universal Warrants indicated below have been made: [Number of Attached Unit Universal [Increased [Number Warrants Exchanged Number Reduced Notation Exchanged for [Reduced Number for Universal Outstanding Number of Number Made by or Date of Separated Outstanding Warrants represented Following Universal Outstanding on Behalf of Exchange or Universal Following Such by this Separated Such Warrants Following Warrant Exercise Warrants]1 Exchange]1 Universal Warrant]2 Exchange]2 Exercised Such Exercise Agent ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ ----------- ------------- --------------- -------------------- ----------- --------- ------------- ------------ -------- 1 TO THE to Purchase Common Stock Applies only if this Global Universal Warrant is part of Cali Realty Corporation This Amendment a Unit. 2 Applies only if this Global Universal Warrant has been separated from a Unit. EXHIBIT II [FORM OF FACE OF REGISTERED PUT WARRANT CERTIFICATE] No. 1 _____ CUSIP No. __________ [Unless and until it is madeexchanged in whole or in part for Universal Warrants in definitive registered form, effective this Warrant Certificate and the Universal Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the nominee of January 31, 1997, the Depositary or by and between Cali Realty Corporation, a Maryland corporation (nominee of the "Company") and Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.]1 MORGAN STANLEY DEAN WITTER & CO. [Designation ▇▇ ▇▇▇v▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, or registered and permitted assigns ] CASH SETTLEMENT VALUE PER WARRANT (the "Holder").OR METHOD OF DETERMINING SAME): [WARRANT PROPERTY:]2 [AMOUNT OF WARRANT PROPERTY SALABLE PER WARRANT:]2 [PUT PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:]2 [METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:]2

Exercise Notice. The undersignedChase Manhattan Bank Corporate Trust Securities Window ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Tender Department The undersigned (the "Registered Holder, ") hereby elects to exercise purchase rights represented by such Warrant for, and to purchase thereunder, __irrevocably exercises __________ shares Warrants (the "Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of the Common Stock covered by such Warrant and herewith makes payment in full therefor of $_________ cash and/or by cancellation of $__________ of indebtedness of the Company Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto. The Registered Holder hereof hereby directs the Warrant Agent (a) to deliver the Warrant Property as follows: and requests that(b) if the number of Exercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, subject to deliver a Warrant Certificate representing the terms and conditions of the unexercised Warrants to: Dated: ------------------------ ----------------------- (Registered Holder) By: ----------------------- Authorized Signature Address: Telephone: [If Warrant is a Global Warrant, certificates for such shares (and any securities or property deliverable upon such exercise) be issued in the name insert this Schedule A.] SCHEDULE A [Designation of and delivered to ______________________ whose address Universal Warrants] GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is _______________________________________. In accordance with the Universal Warrant Agreement and the Unit Agreement dated as of June 2, 1997 among the Issuer, The Chase Manhattan Bank, as Unit Agent, as Warrant Agent, as Collateral Agent, and whose social security or employer identification number is ____________. The undersigned agrees that, in as Trustee under the absence Indenture referred to therein and the Holders from time to time of an effective registration statement with respect to Common Stock issued upon this exercisethe Units described therein, the undersigned following (A) exchanges of [the number of Universal Warrants indicated below for a like number of Universal Warrants to be represented by a Global Universal Warrant that has been separated from a Unit (a "Separated Universal Warrant")](1) [the number of Universal Warrants that had been represented by a Global Universal Warrant that is acquiring such Common Stock part of a Unit (an "Attached Unit Universal Warrant") for the Holder's own account and not a like number of Universal Warrants represented by this Global Universal Warrant](2) or (B) reductions as a nominee result of the exercise of the number of Universal Warrants indicated below have been made: [Number of Attached Unit Universal [Increased [Number Warrants Exchanged Number Reduced Notation Exchanged for any other party, [Reduced Number for investment and not with a view to distribution thereof and that the certificate Universal Outstanding Number of Number Made by or certificates representing such Common Stock may bear a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. In addition, the undersigned agrees that, in the absence Date of an effective registration statement with respect to Common Stock issued upon Separated Outstanding Warrants represented Following Universal Outstanding on Behalf Exchange Universal Following Such by this exercise, stop transfer instructions will be entered on the Company's stock transfer records with respect to Common Stock issued upon this exercise. Dated: __________________________ Signature guaranteed: AMENDMENT NO. 1 TO THE to Purchase Common Stock Separated Such Warrants Following of Cali Realty Corporation This Amendment No. 1 is made, effective as of January 31, 1997, by and between Cali Realty Corporation, a Maryland corporation Warrant or Exercise Warrants](the "Company"*) and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, or registered and permitted assigns Exchange](the "Holder").*) Universal Warrant](**) Exchange](**) Exercised Such Exercise Agent ---------- ----------- -------------- --------------------- ------------- --------- ------------- ---------- ---------- ----------- -------------- --------------------- ------------- --------- ------------- ---------- ---------- ----------- -------------- --------------------- ------------- --------- ------------- ---------- ---------- ----------- -------------- --------------------- ------------- --------- ------------- ---------- ---------- ----------- -------------- --------------------- ------------- --------- ------------- ---------- ---------- ----------- -------------- --------------------- ------------- --------- ------------- ---------- ---------- ----------- -------------- --------------------- ------------- --------- ------------- ---------- ---------- ----------- -------------- --------------------- ------------- --------- ------------- ---------- ---------- ----------- -------------- --------------------- ------------- --------- ------------- ---------- ---------- ----------- -------------- --------------------- ------------- --------- ------------- ----------

Exercise Notice. If exercise of Put Option: To WEBXU, Inc.: Date: The undersigned, undersigned Evolved Technology hereby irrevocably exercises its option to cause the Holder, hereby elects to exercise purchase rights represented by such Warrant for, and Company to purchase thereunder____shares of Common Stock of WEBXU, Inc. beneficially held by Evolved Technology for $________________ shares in accordance with Article II of the Common Stock covered by such Warrant and herewith makes payment in full therefor of $Put/Call Option Agreement dated May _________ cash and/or by cancellation , 2012. By: Name: Title: If exercise of $Call Option: To: Evolved Technology, LLC Date: WEBXU, Inc., a Delaware corporation, hereby irrevocably gives notice to Evolved Technology of the exercise of its option to purchase __________ shares of indebtedness Common Stock of the Company to the Holder hereof and requests thatWEBXU, subject to the terms and conditions of the WarrantInc., certificates a Delaware corporation, for such shares (and any securities or property deliverable upon such exercise) be issued in the name of and delivered to ___$___________________ whose address is _____________________________________in accordance with Article III of the Put/Call Option Agreement dated May __, and whose social security or employer identification number is 2012. By: Name: Title: THIS SHARE EXCHANGE AGREEMENT, dated as of May ____________. The undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon 2012 (this exercise, the undersigned is acquiring such Common Stock for the Holder's own account and not as a nominee for any other party, for investment and not with a view to distribution thereof and that the certificate or certificates representing such Common Stock may bear a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. In addition, the undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, stop transfer instructions will be entered on the Company's stock transfer records with respect to Common Stock issued upon this exercise. Dated: __________________________ Signature guaranteed: AMENDMENT NO. 1 TO THE to Purchase Common Stock of Cali Realty Corporation This Amendment No. 1 is made, effective as of January 31, 1997“Agreement”), by and between Cali Realty Corporationamong WEBXU, INC., a Maryland corporation incorporated in the State of Delaware (“WEBXU”), on the "Company") one hand; and THREAD POINT HOLDING, INC. (“THREADPOINT”), a Delaware corporation, and PC GLOBAL INVESTMENTS LLC (“PC GLOBAL”), a Utah limited liability company, and R▇▇▇ ▇▇▇▇▇▇▇ ▇. (“P▇▇▇▇▇▇”), or registered an individual (collectively PC GLOBAL AND P▇▇▇▇▇▇ may be referred to as the “THREADPOINT Shareholder”), on the other hand. Each of THREADPOINT, the THREADPOINT Entities and permitted assigns (the "Holder")THREADPOINT Shareholder is sometimes individually referred to herein as a “THREADPOINT Party,” and collectively as the “THREADPOINT Parties.” Each of WEBXU and the WEBXU Entities is sometimes individually referred to as a “WEBXU Party” and collectively as the “WEBXU Parties”. Each of the Parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Exhibit A hereto.

Exercise Notice. The undersignedChase Manhattan Bank Corporate Trust Securities Window 55 Water Street, Room 234 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇r▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇▇tment The undersigned (the "Registered Holder") hereby irrevocably exercises __________ Warrants (the "Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants, and the Exercise Property with respect thereto. The Registered Holder hereby elects directs the Warrant Agent (a) to exercise purchase rights deliver the Warrant Property as follows: and (b) if the number of Exercised Warrants is less than the number of Warrants represented by such the enclosed Warrant forCertificate, and to purchase thereunder, deliver a Warrant Certificate representing the unexercised Warrants to: Dated: ____________ shares of the Common Stock covered by such Warrant and herewith makes payment in full therefor of $_________ cash and/or by cancellation of $__________ of indebtedness of the Company to the Holder hereof and requests that, subject to the terms and conditions of the Warrant, certificates for such shares --------------------------- (and any securities or property deliverable upon such exerciseRegistered Holder) be issued in the name of and delivered to ______________________ whose address is _______________________________________, and whose social security or employer identification number is ____________. The undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, the undersigned is acquiring such Common Stock for the Holder's own account and not as a nominee for any other party, for investment and not with a view to distribution thereof and that the certificate or certificates representing such Common Stock may bear a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. In addition, the undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, stop transfer instructions will be entered on the Company's stock transfer records with respect to Common Stock issued upon this exercise. DatedBy: ________________________ Authorized Signature Address: Telephone: [If Warrant is a Global Warrant, insert this Schedule A.] [Designation of Universal Warrants] SCHEDULE A GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is ___ Signature guaranteed: AMENDMENT NO________. 1 TO THE to Purchase Common Stock of Cali Realty Corporation This Amendment No. 1 is made, effective In accordance with the Universal Warrant Agreement and the Unit Agreement dated as of January 3124, 19971997 among the Issuer, The Chase Manhattan Bank, as Unit Agent, as Warrant Agent, as Collateral Agent, and as Trustee under the Indenture referred to therein and the Holders from time to time of the Units described therein, the following (A) exchanges of [the number of Universal Warrants indicated below for a like number of Universal Warrants to be represented by and between Cali Realty Corporation, a Maryland corporation Global Universal Warrant that has been separated from a Unit (a "Separated Universal Warrant")](*) [the number of Universal Warrants that had been represented by a Global Universal Warrant that is part of a Unit (an "CompanyAttached Unit Universal Warrant") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, for a like number of Universal Warrants represented by this Global Universal Warrant](**) or registered and permitted assigns (B) reductions as a result of the "Holder").exercise of the number of Universal Warrants indicated below have been made: [Number of Attached Unit Universal Warrants Exchanged for [Increased Reduced Notation [Number [Reduced Universal Warrants Number Number Number Made by Date of Exchanged for Number represented by Outstanding of Outstanding or on Exchange Separated Outstanding this Separated Following Universal Following Behalf or Universal Following Such Universal Such Warrants Such of Warrant Exercise Warrants](*) Exchange](*) Warrant](**) Exchange](**) Exercised Exercise Agent --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------

Exercise Notice. The undersigned, the Holder, hereby elects to exercise purchase rights represented by such Warrant for, and to purchase thereunder, ____________ shares of the Common Stock covered by such Warrant and herewith makes payment in full therefor of $US$_________ cash and/or by cancellation of $US$__________ of indebtedness of the Company to the Holder hereof and requests that, subject to the terms and conditions of the Warrant, certificates for such shares (and any securities or property deliverable upon such exercise) be issued in the name of and delivered to ______________________ whose address is _______________________________________, and whose social security or employer identification number is ____________. The undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, the undersigned is acquiring such Common Stock for the Holder's own account and not as a nominee for any other party, for investment and not with a view to distribution thereof and that the certificate or certificates representing such Common Stock may bear a legend substantially as follows: THESE SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 1933, AS AMENDED, OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND QUALIFICATION WITHOUT AN OPINION UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT CERTIFICATE, AND NO TRANSFER OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT THESE SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIREDCONDITIONS SHALL HAVE BEEN COMPLIED WITH. In addition, the undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, stop transfer instructions will be entered on the Company's stock transfer records with respect to Common Stock issued upon this exercise. Dated: __________________________ --------------------------- Signature guaranteed: AMENDMENT NO. 1 TO THE to Purchase Common Stock of Cali Realty Corporation This Amendment No. 1 is madeEXHIBIT D Vergemont International Limited Suite 2401-2408 24F, effective as of January 31, 1997, by and between Cali Realty Corporation, a Maryland corporation (the "Company") and CITIC Tower One Tim Mei Avenue ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇ ▇▇, or registered and permitted assigns (the "Holder").1999

Exercise Notice. The undersignedThis Warrant may, at the option of the holder, be exercised in whole or in part from time to time by delivering to the Company at its principal business office, to the attention of the Chief Executive Officer, or to any transfer agent for the Common Stock, on or before 5:00 p.m., Eastern Time, on the Expiration Date, (i) a written notice of such holder's election to exercise this Warrant (the "Exercise Notice"), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by the holder or, if applicable, an authorized officer thereof; (ii) the aggregate exercise price, payable at the holder's election (A) in cash, by certified or official bank check payable to the order of the Company, in an amount equal to the product of the Exercise Price MULTIPLIED BY the number of Warrant Shares specified in the Exercise Notice, (B) by delivering for surrender and cancellation to the Company, such portion of this Warrant with an aggregate Surrender Value (as hereinafter defined), as of the date of such exercise, equal to such product, or (C) through any combination thereof; and (iii) this Warrant (the items specified in (i), (ii) and (iii) are collectively the "Exercise Materials"). If a mutilated Warrant is surrendered to the Company, or if the holder claims and submits an affidavit or other evidence satisfactory to the Company to the effect that the Warrant has been lost, destroyed or wrongfully taken, then the Company will issue a replacement Warrant Certificate; provided, however, that the Company may reasonably require that any such holder must furnish an indemnity bond, or other form of indemnity, sufficient in the reasonable judgment of the Company to protect the Company from any loss that it may suffer if a Warrant is replaced in such circumstances. For purposes of clause (ii) above, the Holder"Surrender Value" of this Warrant is equal to the Fair Market Value, hereby elects to as of the date of such surrender, of the Warrant Shares issuable upon the exercise purchase rights represented by hereof, MINUS the aggregate Exercise Price of this Warrant; and such Warrant for, and to purchase thereunder, ____________ "Fair Market Value" means (x) if shares of the Common Stock covered by such Warrant and herewith makes payment in full therefor of $_________ cash and/or by cancellation of $__________ of indebtedness are then listed or admitted to trading on any national securities exchange or traded on any national market system, the average of the Company daily closing prices for the 20 trading days before such date; (y) if no shares of Common Stock are then listed or admitted to trading on any national securities exchange or traded on any national market system, the Holder hereof and requests that, subject to the terms and conditions average of the Warrantreported closing bid and asked prices thereof on such date in the over-the-counter market as shown by the Nasdaq Stock Market or, certificates for if such shares are not then quoted in such system, as published by the National Quotation Bureau, Incorporated or any similar successor organization, and in either case as reported by any member firm of the New York Stock Exchange selected by the Company; or (z) if no shares of Common Stock are then listed or admitted to trading on any national securities exchange or traded on any national market system, if no closing bid and any securities asked prices thereof are then so quoted or property deliverable upon such exercise) be issued published in the name of and delivered to ______________________ whose address is _______________________________________, and whose social security or employer identification number is ____________. The undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exerciseover-the-counter market, the undersigned is acquiring such Common Stock for the Holder's own account and not Fair Market Value of a Warrant Share as a nominee for any other party, for investment and not with a view to distribution thereof and that the certificate or certificates representing such Common Stock may bear a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. In addition, the undersigned agrees that, determined in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, stop transfer instructions will be entered on good faith by the Company's stock transfer records with respect to Common Stock issued upon this exercise. Dated: __________________________ Signature guaranteed: AMENDMENT NO. 1 TO THE to Purchase Common Stock Board of Cali Realty Corporation This Amendment No. 1 is made, effective as of January 31, 1997, by and between Cali Realty Corporation, a Maryland corporation (the "Company") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, or registered and permitted assigns (the "Holder")Directors.

Exercise Notice. The undersignedChase Manhattan Bank Corporate Trust Securities Window 55 Water Street, Room 234 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇r▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇▇tment The undersigned (the "Registered Holder") hereby irrevocably exercises __________ Warrants (the "Exercised Warrants") and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder's name, representing a number of Warrants at least equal to the number of Exercised Warrants[, and the Warrant Property with respect thereto].(*) The Registered Holder hereby elects directs the Warrant Agent (a) to exercise purchase rights deliver the [Cash Settlement Value][Put Price](*) per Warrant as follows: and (b) if the number of Exercised Warrants is less than the number of Warrants represented by such the enclosed Warrant forCertificate, and to purchase thereunder, deliver a Warrant Certificate representing the unexercised Warrants to: Dated: ____________ shares of the Common Stock covered by such Warrant and herewith makes payment in full therefor of $_________ cash and/or by cancellation of $__________ of indebtedness of the Company to the Holder hereof and requests that, subject to the terms and conditions of the Warrant, certificates for such shares --------------------------- (and any securities or property deliverable upon such exerciseRegistered Holder) be issued in the name of and delivered to ______________________ whose address is _______________________________________, and whose social security or employer identification number is ____________. The undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, the undersigned is acquiring such Common Stock for the Holder's own account and not as a nominee for any other party, for investment and not with a view to distribution thereof and that the certificate or certificates representing such Common Stock may bear a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. In addition, the undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, stop transfer instructions will be entered on the Company's stock transfer records with respect to Common Stock issued upon this exercise. DatedBy: ________________________ Authorized Signature Address: Telephone: ------------- (*) Only if terms of the Warrants contemplate that the holder may deliver Warrant Property to exercise the Warrants. [If Warrant is a Global Warrant, insert this Schedule A.] [Designation of Universal Warrants] SCHEDULE A GLOBAL UNIVERSAL WARRANT SCHEDULE OF EXCHANGES The initial number of Universal Warrants represented by this Global Universal Warrant is ___ Signature guaranteed: AMENDMENT NO________. 1 TO THE to Purchase Common Stock of Cali Realty Corporation This Amendment No. 1 is made, effective In accordance with the Universal Warrant Agreement and the Unit Agreement dated as of January 3124, 19971997 among the Issuer, The Chase Manhattan Bank, as Unit Agent, as Warrant Agent, as Collateral Agent, and as Trustee under the Indenture referred to therein and the Holders from time to time of the Units described therein, the following (A) exchanges of [the number of Universal Warrants indicated below for a like number of Universal Warrants to be represented by and between Cali Realty Corporation, a Maryland corporation Global Universal Warrant that has been separated from a Unit (a "Separated Universal Warrant")](*) [the number of Universal Warrants that had been represented by a Global Universal Warrant that is part of a Unit (an "CompanyAttached Unit Universal Warrant") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, for a like number of Universal Warrants represented by this Global Universal Warrant](**) or registered and permitted assigns (B) reductions as a result of the "Holder").exercise of the number of Universal Warrants indicated below have been made: [Number of Attached Unit Universal Warrants Notation Exchanged for Made by [Number [Reduced Universal Warrants [Increased Reduced or on Date of Exchanged for Number represented by Number Number of Number Behalf Exchange Separated Outstanding this Separated Outstanding Universal Outstanding of or Universal Following Such Universal Following Such Warrants Following Such Warrant Exercise Warrants](*) Exchange](*) Warrant](**) Exchange](**) Exercised Exercise Agent --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------

Exercise Notice. Dated: _______________, ____ The undersigned, the Holder, undersigned hereby irrevocably elects to exercise purchase rights represented the Stock Purchase Warrant, dated ____________________, , issued by such Warrant for_______________________________________, and a _______________ corporation (the “Company”), to purchase thereunder, _the undersigned to the extent of purchasing ___________ shares of the Common Stock covered by such Warrant and herewith hereby makes payment in full therefor of $_________ cash and/or by cancellation in payment of $the aggregate Warrant Price of such Shares. COMPANY: __________ of indebtedness of the Company to the Holder hereof and requests that, subject to the terms and conditions of the Warrant, certificates for such shares (and any securities or property deliverable upon such exercise) be issued in the name of and delivered to _____________________________________________________________________ By:____________________________________________________________________________ Name:__________________________________________________________________________ Title:___________________________________________________________________________ (To be executed only upon the assignment of the within Warrant) FOR VALUE RECEIVED, the undersigned registered Holder of the within Warrant hereby sells, assigns and transfers unto ___________________________________, whose address is _______________________________________________ all of the rights of the undersigned under the within Warrant, with respect to shares of Common Stock (as defined within the Warrant) of OxySure Systems, Inc., and, if such shares of Common Stock shall not include all the shares of Common Stock issuable as provided in the within Warrant, that a new Warrant of like tenor for the number of shares of Common Stock not being transferred hereunder be issued in the name of and delivered to the undersigned, and whose social security or employer identification number is does hereby irrevocably constitute and appoint ____________. The undersigned agrees that__________________________ attorney to register such transfer on the books of OxySure Systems, Inc. maintained for that purpose, with full power of substitution in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, the undersigned is acquiring such Common Stock for the Holder's own account and not as a nominee for any other party, for investment and not with a view to distribution thereof and that the certificate or certificates representing such Common Stock may bear a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. In addition, the undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, stop transfer instructions will be entered on the Company's stock transfer records with respect to Common Stock issued upon this exercisepremises. Dated________________________ Signature Guaranteed By:_______________________________________ (Signature of Registered Holder) Title: __________________________________ Signature guaranteedNOTICE: AMENDMENT NOThe signature to this Notice of Assignment must correspond with the name upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatever. 1 TO THE to Purchase Common Stock Exhibit 3.1 Articles of Cali Realty Corporation This Amendment No. 1 is made, effective as of January 31, 1997, by and between Cali Realty Corporation, a Maryland corporation (the "Company") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, or registered and permitted assigns (the "Holder").Incorporation