Common use of Exercise of Warrant Clause in Contracts

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company Corporation (or such other office or agency of the Company Corporation as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon Corporation) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, or by means of a cashless exercise, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company Corporation of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company Corporation shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercisedNotwithstanding anything herein to the contrary, in whole or in part, at any time prior no event shall the Holder be permitted to exercise this Warrant for Warrant Shares to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for extent that (i) the number of shares of Common Stock owned by such Holder (other than Warrant Shares equal to the quotient obtained by dividing [issuable upon exercise of this Warrant) plus (A-Bii) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of this Warrant, would be equal to or exceed 4.999% of the Warrants number of shares of Common Stock then issued and outstanding, including shares issuable upon exercise of this Warrant held by such Holder after application of this Section 3(c). As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the terms Exchange Act. To the extent that the limitation contained in this Section 3(c) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which a portion of this WarrantWarrant is exercisable shall be in the sole discretion of such Holder, and the submission of a Notice of Exercise shall be deemed to be such Holder's determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. Nothing contained herein shall be deemed to restrict the right of a Holder to exercise this Warrant into Warrant Shares at such time as such exercise will not violate the provisions of this Section 3(c). The provisions of this Section 3(c) may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Corporation, and the provisions of this Section 3(c) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). No exercise of this Warrant in violation of this Section 3(c) but otherwise in accordance with this Warrant shall affect the status of the Warrant Shares as validly issued, fully-paid and nonassessable.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, or by means of a cashless exercise, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercisedNotwithstanding anything herein to the contrary, in whole or in part, at any time prior no event shall the Holder be permitted to exercise this Warrant for Warrant Shares to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for extent that (i) the number of shares of Common Stock owned by such Holder (other than Warrant Shares equal to the quotient obtained by dividing [issuable upon exercise of this Warrant) plus (A-Bii) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of this Warrant, would be equal to or exceed 4.999% of the Warrants number of shares of Common Stock then issued and outstanding, including shares issuable upon exercise of this Warrant held by such Holder after application of this Section 3(c). As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the terms Exchange Act. To the extent that the limitation contained in this Section 3(c) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which a portion of this WarrantWarrant is exercisable shall be in the sole discretion of such Holder, and the submission of a Notice of Exercise shall be deemed to be such Holder's determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. Nothing contained herein shall be deemed to restrict the right of a Holder to exercise this Warrant into Warrant Shares at such time as such exercise will not violate the provisions of this Section 3(c). The provisions of this Section 3(c) may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Company, and the provisions of this Section 3(c) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). No exercise of this Warrant in violation of this Section 3(c) but otherwise in accordance with this Warrant shall affect the status of the Warrant Shares as validly issued, fully-paid and nonassessable.

Exercise of Warrant. (a) Except as provided in Section 4 3 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and before or on or before the Termination Date by the surrender of (i) surrendering this Warrant and Warrant, with the Notice of Exercise Form annexed hereto completed and duly executed, at to the office offices of the Company (or such other office or agency (including the transfer agent, if applicable) of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder ▇▇▇▇▇▇ appearing on the books of the Company). Upon ) and (ii) delivering payment of the Exercise Price of the shares thereby purchased by wire transfer of immediately available funds or cashier’s check drawn on a United States bank, . The Holder exercising its purchase rights in accordance with the Holder preceding sentence shall be entitled to receive a certificate for the number of Warrant Shares so purchased, which certificate will bear a legend substantially similar to the legend set forth on this Warrant. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days Trading Days (as defined below) after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to no longer hold this Warrant with respect to such shares and to have become a holder of record of such Warrant Shares shares for all purposes, in each case as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 4 prior to the issuance of such shares, have been paid. If . (b) In the Company fails to event that the Warrant is not exercised in full, the number of Warrant Shares shall be reduced by the number of such Warrant Shares for which this Warrant is exercised and/or surrendered, and the Company, if requested by ▇▇▇▇▇▇ and at its expense, shall within ten (10) Trading Days issue and deliver to the Holder a certificate or certificates representing new Warrant of like tenor in the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date name of exercise, then the Holder will have or as the right to rescind Holder (upon payment by Holder of any applicable transfer taxes) may request, reflecting such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing adjusted Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 hereinSubject to the terms and conditions hereof, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at during normal business hours on any time Business Day on or after the date hereof and prior to 5:00 P.M. Eastern Standard Time on the Termination Date, Expiration Date by means (i) delivery of a duly executed written notice, in the form of the subscription notice attached as Exhibit A hereto (the “cashless exercise” in Exercise Notice”), of such Holder’s election to exercise this Warrant, which the Holder notice shall be entitled to receive a certificate for specify the number of Warrant Shares to be purchased, (ii) payment to the Company of an amount equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Warrant Exercise Price of the Warrants, as adjusted; and (X) = multiplied by the number of Warrant Shares issuable as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or by certified check or wire transfer of immediately available funds, and (iii) delivery to the Company of this Warrant (or an indemnity and evidence with respect to this Warrant in the case of its loss, theft, mutilation or destruction as provided in Section 11). In the event of any exercise of the rights represented by this Warrant in compliance with this Section 2(a), the Company shall, on or before the tenth (10th) Business Day following the date of its receipt of the Exercise Notice, the Aggregate Exercise Price and this Warrant (or an indemnity and evidence with respect to this Warrant in the case of its loss, theft, mutilation or destruction as provided in Section 11) (the “Exercise Delivery Documents”), deliver at the Company’s expense to the Holder, a certificate or certificates for the Warrant Shares so purchased, in such denominations as may be requested by H▇▇▇▇▇ and registered in the name of H▇▇▇▇▇. Upon the Company’s receipt of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of certificates evidencing such Warrant Shares. (b) Unless the rights represented by this Warrant shall have expired or shall have been fully exercised, the Company shall, as soon as practicable and in no event later than ten (10) Business Days after any exercise and at its own expense, issue a new Warrant identical in all respects to this Warrant exercised, except it shall represent rights to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant exercised, less the number of Warrant Shares with respect to which this Warrant is exercised. (c) No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock issued upon exercise of this Warrant shall be rounded up or down to the Warrants in accordance with the terms of this Warrantnearest whole number.

Exercise of Warrant. (a) Except as provided in Section 4 Subject to the conditions contained herein, exercise of the purchase rights represented by this Warrant may be made exercised in whole or in part at any time or times on or after the Initial Exercise Date and on or before the Termination Expiration Date by the surrender of this Warrant and or any duly authorized replacements hereto (with a duly executed subscription agreement in the Notice of Exercise Form annexed hereto duly executed, form attached hereto) at the principal office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankDenver, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issuedColorado, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by upon payment to the Company of the Exercise Aggregate Original Warrant Price and all taxes required to be paid by the Holder(or, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, upon payment to the Company shallof the applicable proportionate part of the Aggregate Original Warrant Price) for each Share so purchased in lawful money of the United States, or by check, or postal or express money order payable in United States dollars to the order of the Company or by funds wired to an account as specified by the Company, and upon compliance with and subject to the conditions set forth herein. Upon receipt of this Warrant with the form of exercise duly executed and accompanied by payment of the Aggregate Original Warrant Price for the shares of Common Stock for which this Warrant is then being exercised, the Company will cause to be issued certificates for the total number of whole Warrant Shares (as provided in Article V hereof) for which this Warrant is being exercised in such denominations as are required for delivery to the Warrant Holder, and the Company shall thereupon deliver such certificates to the Warrant Holder or his assignee. In case the Warrant Holder shall exercise this Warrant with respect to less than all of the shares of Common Stock that may be purchased under this Warrant, the Company will execute a new Warrant substantially in the form of this Warrant for the balance of the shares of Common Stock that may be purchased upon exercise of this Warrant and deliver such new Warrant to the Warrant Holder. The Company shall pay any and all transfer taxes payable in connection with the issue of this Warrant or the issue of any Warrant Shares upon exercise of this Warrant. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of this Warrant or the Warrant Shares in a name other than that of the Warrant Holder at the time of delivery surrender, and until the payment of such tax the certificate or certificates representing Company shall not be required to issue such Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section Sections 4 and 5 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto hereto, duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the this Warrant has been exercised by payment to to, and receipt thereof by, the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 herein prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this This Warrant may be made exercised, as a whole at any one time or times on or after in part from time to time, during the Initial Exercise Date and on or before Period, by the Termination Date Holder by the surrender of this Warrant and (with the Notice of Exercise Form annexed hereto duly executed, subscription form at the office of end hereof duly executed by the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder Holder) at the address set forth in Section 9 hereof, together with payment in the manner hereinafter set forth, of an amount equal to the Warrant Price in effect at the date of such Holder appearing on exercise multiplied by the books total number of Warrant Shares to be purchased upon such exercise. Payment for Warrant Shares shall be made by a cashier's or certified check or money order, payable in New York Clearing House funds, to the order of the Company). Upon payment If this Warrant is exercised in part, such exercise shall be for a whole number of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, Warrant Shares and the Holder shall be entitled to receive a certificate for new Warrant covering the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on in respect of which this Warrant shall have has not been exercised as aforesaidexercised. This Warrant shall be deemed to have been exercised Upon any exercise and such certificate or certificates shall be deemed to have been issuedsurrender of this Warrant, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (a) will issue and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing in the name of the Holder for the largest whole number of Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of any fractional Warrant Share to receive a certificate for which the number of Warrant Shares Holder otherwise might be entitled, cash in an amount equal to the quotient obtained by dividing [fair value of such fractional share (A-B) (X)] by (Adetermined in such reasonable manner as the Board of Directors of the Company shall determine), where: and (Ab) = will deliver to the closing bid price on Holder such other securities and properties which the trading day preceding Holder may be entitled to receive upon such exercise, or the date of such election; (B) = proportionate part thereof if this Warrant is exercised in part, pursuant to the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms provisions of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 7 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the number of Warrant Shares exercised pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 3 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and before or on or before the Termination Date by the surrender of (i) surrendering this Warrant and Warrant, with the Notice of Exercise Form annexed hereto completed and duly executed, at to the office offices of the Company (or such other office or agency (including the transfer agent, if applicable) of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and (ii) delivering payment of the Exercise Price of the shares thereby purchased by wire transfer of immediately available funds or cashier’s check drawn on a United States bank, . The Holder exercising his purchase rights in accordance with the Holder preceding sentence shall be entitled to receive a certificate for the number of Warrant Shares so purchased, which certificate will bear a legend substantially similar to the legend set forth on this Warrant. Certificates for Warrant Shares shares purchased hereunder shall be issued and delivered to the Holder within five (5) business days Trading Days (as defined below) after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to no longer hold this Warrant with respect to such shares and to have become a holder of record of such Warrant Shares shares for all purposes, in each case as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 4 prior to the issuance of such shares, have been paid. If . (b) In the Company fails to event that the Warrant is not exercised in full, the number of Warrant Shares shall be reduced by the number of such Warrant Shares for which this Warrant is exercised and/or surrendered, and the Company, if requested by Holder and at his expense, shall within ten (10) Trading Days issue and deliver to the Holder a certificate or certificates representing new Warrant of like tenor in the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date name of exercise, then the Holder will have or as the right to rescind Holder (upon payment by Holder of any applicable transfer taxes) may request, reflecting such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing adjusted Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 3(b) of Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after before the Initial Exercise Date and close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder appearing on the books of the Company). Upon , and upon payment of the Exercise Price of the shares Warrant Shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the . The Holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of the Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, ; which new Warrant shall in all other respects respect be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the . The Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price is granted all of the Warrants, as adjusted; and (X) = rights to registration with the number of Warrant Shares issuable upon exercise Securities and Exchange Commission and qualification in the states of the Warrants Shares set forth in accordance with the terms of this WarrantSubscription Agreement.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this This Warrant may be made at any time exercised by the Holder, in whole or times on or after the Initial Exercise Date and on or before the Termination Date in part, by (i) the surrender of this Warrant and to the Company, with the Notice of Exercise Form annexed hereto duly executedcompleted and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such the Holder appearing on the books of the Company). Upon ) during the Exercise Period and (ii) the delivery of payment to the Company of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for specified in the Notice of Exercise in any manner specified in subsection (c) of this Section 2. (b) The Company agrees that such Warrant Shares purchased hereunder shall be delivered deemed to be issued to the Holder within five (5) as the record holder of such Warrant Shares as of the close of business days after on the date on which this Warrant shall have been exercised surrendered and payment made for the Warrant Shares as aforesaid. This Warrant shall be deemed to have been exercised and such A stock certificate or certificates for the Warrant Shares specified in the Notice of Exercise shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver delivered to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exerciseas promptly as practicable, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) and in any event within ten days thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates representing Warrant Sharescertificates, deliver to the Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased remaining Warrant Shares called for by this WarrantShares, which new Warrant shall in all other respects be identical with this Warrant. No adjustments shall be made on Warrant Shares issuable on the exercise of this Warrant for any cash dividends paid or payable to holders of record of Common Stock prior to the date as of which the Holder shall be deemed to be the record holder of such Warrant Shares. (c) This The Exercise Price shall be payable (i) in cash or its equivalent, payable by wire transfer of immediately available funds to a bank account specified by the Company or by certified or bank cashiers' check in lawful money of the United States of America; (ii) by surrendering to the Company the right to purchase a number of Warrant may also Shares equal to the product obtained by multiplying the number of Warrant Shares to be exercisedpurchased (including any Warrant Shares to be surrendered) by a fraction, the numerator of which is the Exercise Price and the denominator of which is the Current Market Price (as defined in Section 6(i) below) of the Common Stock on the date of exercise of the Warrant, or (iii) in any combination of (i) or (ii). In the event the Exercise Price is to be paid, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms payment method described in clause (ii), and compliance with the provisions of the HSR Act is required in accordance with subsection (d) of this Section 2 prior to the consummation of such exercise, the Current Market Price of the Common Stock shall be calculated as of the date on which the Holder notifies the Company of its decision to exercise the Warrant, pending compliance with the provisions of the HSR Act, rather than the date of the consummation of such exercise. (d) The Holder agrees that any exercise of this Warrant is, to the extent applicable, subject to compliance with the provisions of the HSR Act. The Company agrees that, in the event that the exercise of this Warrant by the Holder requires compliance with any provisions of the HSR Act, the Company shall cooperate with the Holder in connection with any such filings by (i) making all filings required to be made on the Company's part under the HSR Act and (ii) promptly furnishing, or causing to be furnished, any information that may be required by the Federal Trade Commission or the Department of Justice under the HSR Act.

Exercise of Warrant. (a) Except as provided in Subject to Section 4 herein3(c), exercise of the purchase rights represented by this Warrant may be made within one (1) year from the its issuance, at any time or times on or after the Initial Exercise Date and on or before 5 p.m., New York City time, by delivery to the Termination Date by the surrender Company of this Warrant and the a duly executed Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and surrender of this Warrant, together with payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchasedbank in immediately available funds. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five three (53) business days after Trading Days from the date on which delivery to the Company of the Notice of Exercise Form, surrender of this Warrant shall have been exercised and payment of the aggregate Exercise Price as aforesaidset forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the later of the date the Notice of Exercise is delivered to the Company and such certificate or certificates the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails shall fail for any reason or for no reason to issue to the Holder within three (3) Trading Days of receipt of the Notice of Exercise, a certificate for the Warrant Shares to which the Holder is entitled and register such Warrant Shares on the Company’s share register or to credit the Holder’s balance account with DTC for such number of Warrant Shares or other securities to which the Holder is entitled upon the Holder’s exercise of this Warrant, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares or other securities issuable upon such exercise that the Holder anticipated receiving from the Company (a “Buy-In” ), then the Company shall, within three (3) business days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price” ), at which point the Company’s obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing the such Warrant Shares pursuant and pay cash to this Section 3(athe Holder in an amount equal to the excess (if any) by of the fifth business day after Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the date of exercise, then the Holder will have the . Nothing herein shall limit a Holder’s right to rescind such exercise by written notice pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which In no event shall the Holder shall be entitled to receive a certificate for exercise such number of Warrants, which when added to the sum of the number of Warrant Shares equal to shares of Common Stock beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3 of the quotient obtained by dividing [(A-B) (X)] by (A1934 Act), where: (A) = by the closing bid price on the trading day preceding the date Holder, would exceed 4.99% of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of shares of Common Stock outstanding on the Warrant Shares issuable upon exercise of the Warrants Share Delivery Date, as determined in accordance with Rule 13d-1(j) of the terms of this Warrant1934 Act.

Exercise of Warrant. (a) Except as provided in Section 3(b) or Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after before the Initial Exercise Date and close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder appearing on the books of the Company). Upon , and upon payment of the Exercise Price of the shares Warrant Shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the . The Holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. This Warrant may also be exercised in whole or in part by means of a "cashless exercise" by means of tendering this Warrant to the Company to receive the number of shares of Common Stock equal in total Market Value (as hereinafter defined) to the difference between the total Market Value of the shares of Common Stock issuable upon such exercise of this Warrant and the total cash Exercise Price of that part of the Warrant being exercised. "Market Value" for this purpose shall be the price for the last trade of the Common Stock as reported by Bloomberg L.P. on the Trading Day of such cashless exercise. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, ; which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the . The Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price is granted all of the Warrants, as adjusted; and (X) = rights to registration with the number of Warrant Shares issuable upon exercise Securities and Exchange Commission and qualification in the states of the Warrants Shares set forth in accordance with the terms of this WarrantSecurities Purchase Agreement.

Exercise of Warrant. (a) Except as provided in Section 4 3 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and before or on or before the Termination Date by the surrender of (i) surrendering this Warrant and Warrant, with the Notice of Exercise Form annexed hereto completed and duly executed, at to the office offices of the Company (or such other office or agency (including the transfer agent, if applicable) of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder ▇▇▇▇▇▇ appearing on the books of the Company). Upon ) and (ii) delivering payment of the Exercise Price of the shares thereby purchased by wire transfer of immediately available funds or cashier’s check drawn on a United States bank, . The Holder exercising his purchase rights in accordance with the Holder preceding sentence shall be entitled to receive a certificate for the number of Warrant Shares so purchased, which certificate will bear a legend substantially similar to the legend set forth on this Warrant. Certificates for Warrant Shares shares purchased hereunder shall be issued and delivered to the Holder within five (5) business days Trading Days (as defined below) after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to no longer hold this Warrant with respect to such shares and to have become a holder of record of such Warrant Shares shares for all purposes, in each case as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 4 prior to the issuance of such shares, have been paid. If . (b) In the Company fails to event that the Warrant is not exercised in full, the number of Warrant Shares shall be reduced by the number of such Warrant Shares for which this Warrant is exercised and/or surrendered, and the Company, if requested by ▇▇▇▇▇▇ and at his expense, shall within ten (10) Trading Days issue and deliver to the Holder a certificate or certificates representing new Warrant of like tenor in the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date name of exercise, then the Holder will have or as the right to rescind Holder (upon payment by Holder of any applicable transfer taxes) may request, reflecting such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing adjusted Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided Subject to the conditions set forth in Section 4 herein1 hereof, exercise of the purchase rights represented by this Warrant may be made exercised at any time or times on or after the Initial Exercise Date and on or before the Termination Date prior to its termination by the surrender of this Warrant and Warrant, together with the Notice of Exercise Form annexed and the Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, at the principal office of the Company Company, specifying the portion of this Warrant to be exercised and accompanied by payment in full of the Warrant Price (a) in cash or such other office by certified check with respect to the Warrant Shares being purchased or agency (b) by written direction of the Company as it may designate by notice in writing to the registered Holder at the address cancel a portion of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaidsufficient to satisfy the “cashless exercise” provisions of this Section 7. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and such certificate or certificates the Person entitled to receive the Warrant Shares issuable upon exercise shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a treated for all purposes as the holder of such shares of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to close of business on such date. As promptly as practicable after such date, the Company of the Exercise Price shall issue and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder Person or Persons entitled to receive the same a certificate or certificates (or a direct registration system statement if the shares are to be issued in book entry form) representing the number of full Warrant Shares issuable upon such exercise. If the Warrant shall be exercised for less than the total number of Warrant Shares then issuable upon exercise, promptly after surrender of the Warrant upon such exercise, the Company shall execute and deliver a new Warrant, dated the date hereof, evidencing the right of the Holder to the balance of the Warrant Shares pursuant to this Section 3(a) by purchasable hereunder upon the fifth business day after same terms and conditions set forth herein. In lieu of payment of the date of exerciseWarrant Price in cash, then the Holder will have may direct the right Company to rescind such exercise by written notice cancel a portion of this Warrant having a value equal to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate Price for the number of Warrant Shares equal as to which the quotient obtained Holder exercises this Warrant, determined by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = multiplying the number of Warrant Shares issuable upon as to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Fair Market Value on the date of exercise of and (ii) the Warrants Warrant Price then in accordance with the terms of this Warranteffect. Payment by such cancellation is referred to herein as “cashless exercise.”

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior and from time to time during the Exercise Period. Such exercise shall be accomplished by tender to the Termination DateCompany of an amount equal to the Exercise Price multiplied by number of underlying shares being purchased (the “Purchase Price”), in cash, by means wire transfer or by certified check or bank cashier’s check, payable to the order of the Company, together with presentation and surrender to the Company of this Warrant with an executed subscription agreement in substantially the form attached hereto as Exhibit A (the “Subscription”). Upon receipt of the foregoing, the Company will deliver to the Holder, as promptly as possible, a certificate or certificates representing the shares of Common Stock so purchased, registered in the name of the Holder or its transferee (as permitted under Section 3 below). With respect to any exercise of this Warrant, the Holder will for all purposes be deemed to have become the holder of record of the number of shares of Common Stock purchased hereunder on the date a properly executed Subscription and payment of the Purchase Price is received by the Company (the “cashless exercise” in Exercise Date”), irrespective of the date of delivery of the certificate evidencing such shares, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Fractional shares of Common Stock will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have been issued but for the immediately preceding sentence, the Holder shall will be entitled to receive a certificate for the number of Warrant Shares cash equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid current market price of such fraction of a share of Common Stock on the trading day immediately preceding the date of such election; (B) = Exercise Date. In the Exercise Price of event this Warrant is exercised in part, the Warrants, as adjusted; and (X) = Company shall issue a new Warrant to the Holder covering the aggregate number of shares of Common Stock as to which this Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrantremains exercisable for.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase The rights represented by this Warrant may be made exercised in whole or in part at any time or times on or after during the Initial Exercise Date and on or before the Termination Date by the surrender Period upon (i) delivery of this Warrant and the an executed Notice of Exercise Form annexed in the form attached hereto duly executed, at the office of to the Company at its address set forth on the signature page hereto (or at such other office or agency of the Company address as it may designate by notice in writing to the registered Holder at the address Holder), (ii) surrender of such Holder appearing on the books of the Company). Upon this Warrant and (iii) payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Exercise Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered as to the Holder within five (5) business days after the date on which this Warrant is being exercised. The delivery by (or on behalf of) the Holder of the Exercise Notice and the applicable Exercise Price as provided above shall have been exercised constitute the Holder’s certification to the Company that his/its representations contained in Section 4.2(b), (c) and (d) of the Purchase Agreement are true and correct as aforesaid. This of the Exercise Date as if remade in their entirety (or, in the case of any transferee Holder that is not a party to the Purchase Agreement, such transferee Holder’s certification to the Company that such representations are true and correct as to such assignee Holder as of the Exercise Date). (b) With respect to each exercise of this Warrant pursuant to Section 3.1(a) above, the Exercise Date shall be deemed to have been exercised and such certificate or certificates be the date the Exercise Price is received by the Company. The Exercise Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the Exercise Date. The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the Exercise Date, irrespective of the date of delivery of such certificate or certificates, except that, if the Warrant has been exercised date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. (c) Certificates for shares purchased hereunder shall be transmitted by payment the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three business days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companyas set forth above. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, To exercise of the purchase rights represented by this Warrant may be made at any time in whole or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankpart, the Holder shall be entitled deliver to receive the Company at its principal office in Cranford, New Jersey, (a) a certificate for written notice, in substantially the form of the Exercise Notice appearing at the end of this Warrant, of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares shares of Common Stock to be purchased, (b) cash or a certified check payable to the Company, or such other consideration as determined in accordance with Section 2(D) below, in an amount equal to the aggregate purchase price of the number of shares of Common Stock being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 15 days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such notice, a stock certificate or certificates representing the aggregate number of shares of Common Stock specified in such notice. The stock certificate or certificates so purchased. Certificates for Warrant Shares purchased hereunder delivered shall be delivered to in such denominations as may be specified in such notice and shall be issued in the name of the Holder within five or, subject to Sections 2(E) and (5F) business days after the date on which this Warrant shall have been exercised and Sections 4(H) and (I) below, such other name as aforesaid. This Warrant shall be deemed to have been exercised and designated in such notice. Such stock certificate or certificates shall be deemed to have been issued, issued and the Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 shares immediately prior to the issuance close of business on the date such shares, have been paid. If notice is received by the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) as aforesaid. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the said stock certificate or certificates representing Warrant Sharescertificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares remaining shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with to this Warrant. (c) This , or, at the request of the Holder, appropriate notation may be made on this Warrant may also be exercisedand the same returned to the Holder. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issue and delivery of such stock certificates and new Warrants, except that, in whole case such stock certificates or new Warrants shall be registered in parta name or names other than the name of the Holder, funds sufficient to pay all stock transfer taxes that are payable upon the issuance of such stock certificates or new Warrants shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. All shares of Common Stock issued upon the exercise of this Warrant shall be validly issued, fully paid and nonassessable and, if the Common Stock is then listed on a national securities exchange or quoted on an automated quotation system, shall be duly listed or quoted thereon. The Company shall not be required upon any time prior exercise of this Warrant to issue a certificate representing any fraction of a share of Common Stock, but, in lieu thereof, shall pay to the Termination Date, by means Holder cash in an amount equal to a corresponding fraction (calculated to the nearest 1/100 of a “cashless exercise” in which share) of the Holder shall be entitled to receive a certificate for the number purchase price of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding one share of Common Stock as of the date of such election; (B) = receipt by the Exercise Price Company of the Warrants, as adjusted; and (X) = the number notice of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This . If no registration statement is effective permitting the resale of the shares of Common Stock issued upon exercise of this Warrant may also be exercised, in whole or in part, at any time prior to commencing one year after the Termination Dateissuance date hereof, then this Warrant shall also be exercisable by means of a “"cashless exercise” " in which the Holder holder shall be entitled to receive a certificate for the number of Warrant Shares shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price average of the high and low trading prices per share of Common Stock on the trading day Trading Day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon , and upon payment of the Exercise Price of the shares Warrant Shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank or internationally recognized bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five seven (57) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been properly exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If such conditions by the Holder have been met, and --------- the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth close of ------------ business day on the 7th Trading Day after the date of exercisesuch conditions being met by the Holder, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to a proper exercise, and all conditions being met by the Holder, by the close of business on the 10th Trading Day after the date of exercise, and if after such 10th Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "BUY-IN"), then the ------ Company shall (1) pay in immediately available funds to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Warrant Shares so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $100 to cover a Buy-In with respect to an attempted exercise of Warrant Shares with an aggregate sale price giving rise to such purchase obligation of $80, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $20. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a ▇▇▇▇▇▇'s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing Warrant Shares as required pursuant to the terms hereof. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This The Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 3(a) or otherwise, to the extent that after giving effect to ------------ such issuance after exercise, the Holder (together with the Holder's Affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 4.9% of the number of shares of the Common Stock issued and outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(c), beneficial ownership ------------ shall be calculated in accordance with Section 13(d) of the Exchange Act. For ------------- purposes of this Section 3(c), in determining the number of outstanding shares ------------ of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company's transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within four Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Company Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 3(c) may be waived by ------------ the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Company, and the provisions of this Section 3(c) shall continue to ------------ apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The Holder is solely responsible for all calculations required in this Section 3(c). The Company shall have no ------------- liability for any issuances of Warrant Shares that exceed the 5% amount and the Company is entitled to rely on all calculations by the Holder and/or its agents. The Holder's exercise notice shall be deemed a representation of the Holder that the number of Warrant Shares to be acquired pursuant to such exercise notice shall be in compliance with the provisions of this Section 3(c). (d) If, but only if, at any time after one year from the date of issuance of this Warrant there is no effective Registration Statement registering the resale of the Warrant Shares by the Holder, this Warrant may also be exercised, in whole or in part, exercised at any such time prior to the Termination Date, by means of a “"cashless exercise” " in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price Closing Price on the trading day Trading Day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, --------------------- exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and on or before the close of business on the Termination Date Date. Exercise of this Warrant or any part hereof shall be effected by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) . This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, exercised by means of a “"cashless exercise” " in which the Holder holder shall be entitled to receive a certificate for the number of Warrant Shares shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price average of the high and low trading prices per share of Common Stock on the trading day Trading Day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 3 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and before or on or before the Termination Date by the surrender of (i) surrendering this Warrant and Warrant, with the Notice of Exercise Form annexed hereto completed and duly executed, at to the office offices of the Company (or such other office or agency (including the transfer agent, if applicable) of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and (ii) delivering payment of the Exercise Price of the shares thereby purchased by wire transfer of immediately available funds or cashier’s check drawn on a United States bank, . The Holder exercising his purchase rights in accordance with the Holder preceding sentence shall be entitled to receive a certificate for the number of Warrant Shares so purchased, which certificate will bear a legend substantially similar to the legend set forth on this Warrant. Certificates for Warrant Shares shares purchased hereunder shall be issued and delivered to the Holder within five (5) business days Trading Days (as defined below) after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to no longer hold this Warrant with respect to such shares and to have become a holder of record of such Warrant Shares shares for all purposes, in each case as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 4 prior to the issuance of such shares, have been paid. If . (b) In the Company fails to event that the Warrant is not exercised in full, the number of Warrant Shares shall be reduced by the number of such Warrant Shares for which this Warrant is exercised and/or surrendered, and the Company, if requested by Holder and at his expense, shall within ten (10) Trading Days issue and deliver to the Holder a certificate or certificates representing new Warrant of like tenor in the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date name of exercise, then the Holder will have or as the right to rescind Holder (upon payment by Holder of any applicable transfer taxes) may request, reflecting such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing adjusted Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Notwithstanding the foregoing, this Warrant may also shall not be exercisedexercisable, in whole or in partand the Company shall not issue to Lender any shares of Common Stock underlying this Warrant, at any until such time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [when such shares (A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares including shares issuable upon exercise of the Warrants Warrants) proposed to be issued, when aggregated with all other shares then owned beneficially (as calculated pursuant to (i) Section 13(d) of the Securities Exchange Act of 1934 and Rule 13d-3 promulgated thereunder and (ii) the rules and regulations of the NASDAQ Stock Market) by the Lender would not result in accordance with the terms beneficial ownership by the Lender of this Warrantmore than 9.99% of the then issued and outstanding shares of Common Stock (the “Ownership Cap”), without the prior written consent of Investor. The Ownership Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or times, before the close of business on the Termination Date Date, or such earlier date on which this Warrant may terminate as provided in this Warrant, by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by cash, check or bank draft payable to the Company or by wire transfer or cashier’s 's check drawn on a United States bank, ; whereupon the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days after the date on which this Warrant shall have been exercised as aforesaid. Payment of the Exercise Price of the shares may be by certified check or cashier's check or by wire transfer to an account designated by the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price Warrant purchase price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, shares have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (cb) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the The Holder shall be entitled to receive a certificate for exercise the number Warrant notwithstanding the commencement of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.any case under 11 U.S.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon DOC and upon payment of the Exercise Price of for the shares thereby purchased (i) by wire transfer or cashier’s 's check drawn on a United States bankbank to DOC or (ii) by means of a cashless exercise pursuant to the procedure described in Section 3(b), and the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder Holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company DOC of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company DOC fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day Trading Day after the date of exercise, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if DOC fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise by the fifth Trading Day after the date of exercise, and if after such fifth Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of DOC Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then DOC shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of DOC Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that DOC was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of DOC Common Stock that would have been issued had DOC timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases DOC Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of DOC Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence DOC shall be required to pay the Holder $1,000. The Holder shall provide DOC written notice indicating the amounts payable to the CompanyHolder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by DOC. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to DOC's failure to timely deliver certificates representing shares of DOC Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, exercised at any time prior to the Termination Date, by means of a “"cashless exercise” " in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price DOC VWAP, as applicable, on the trading day Trading Day preceding the date of such election; (B) = the Exercise Price Price, as applicable, of the Warrants, as adjusted; and (X) = the number of Warrant Shares Shares, as applicable, issuable upon exercise of the Warrants in accordance with the terms of this Warrant. (c) Notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for Warrant Shares to the extent that (i) the number of shares of DOC Common Stock beneficially owned by such Holder, together with any affiliate thereof (other than Warrant Shares issuable upon exercise of this Warrant) plus (ii) the number of Warrant Shares issuable upon exercise of this Warrant, would be equal to or exceed 4.9999% of the number of shares of DOC Common Stock then issued and outstanding, including shares issuable upon exercise of this Warrant held by such Holder after application of this Section 3(c). As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder. To the extent that the limitation contained in this Section 3(c) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of such Holder, and the submission of a Notice of Exercise shall be deemed to be such Holder's determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and DOC shall have no obligation to verify or confirm the accuracy of such determination. Nothing contained herein shall be deemed to restrict the right of a Holder to exercise this Warrant into Warrant Shares at such time as such exercise will not violate the provisions of this Section 3(c). The provisions of this Section 3(c) may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to DOC, and the provisions of this Section 3(c) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase The rights represented by this Warrant may be made exercised in whole or in part at any time or times on or after during the Initial Exercise Date and on or before the Termination Date Period, by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office delivery of the following to the Company at its address set forth on the signature page hereto (or at such other office or agency of the Company address as it may designate by notice in writing to the registered Holder at Holder): (A) an executed written notice, in the address of such Holder appearing on form attached hereto as Exhibit A (the books of the Company“Exercise Notice”). Upon ; and (B) payment of the Exercise Price in cash or by check. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the shares thereby purchased by wire transfer or cashier’s check drawn on Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a United States bank, new Warrant evidencing the Holder shall be entitled right to receive a certificate for purchase the remaining number of Warrant Shares so purchasedShares, if any. Certificates for Warrant Shares shares purchased hereunder shall be delivered transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company’s transfer agent is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Exercise Notice, in each case within five (5) three business days after from the date on which this Warrant shall have been exercised delivery to the Company of the Exercise Notice and payment of the aggregate Exercise Price as aforesaidset forth above. This Warrant shall be deemed to have been exercised and such on the date the Exercise Price is received by the Company. The person in whose name any certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated for Warrant Shares are to be named therein issued upon exercise of this Warrant shall be deemed to have become a the holder of record of such Warrant Shares for all purposes, as of shares on the date the Warrant has been exercised by on which payment to the Company of the Exercise Price and all taxes required was made, irrespective of the date such Warrant Shares are credited to be paid by the DTC account of the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate ’s prime broker or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing evidencing such Warrant Shares, deliver to Holder a new Warrant evidencing as the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrantcase may be, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercisedexcept that, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding if the date of such election; (B) = payment is a date when the Exercise Price stock transfer books of the WarrantsCompany are closed, as adjusted; and (X) = such person shall be deemed to have become the number holder of such shares at the opening of business on the next succeeding date on which the stock transfer books are open. Subject to Section 2.4 and the final sentence of this paragraph and to the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares issuable upon exercise of the Warrants in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. The Holder shall have the right to pursue any remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Warrant Shares upon exercise of this WarrantWarrant as required pursuant to the terms hereof.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon , and upon payment of the Exercise Price of the shares Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank or internationally recognized bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five seven (57) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been properly exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If such conditions by the Holder have been met, and the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth close of business day on the 7th Trading Day after the date of exercisesuch conditions being met by the Holder, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to a proper exercise, and all conditions being met by the Holder, by the close of business on the 10th Trading Day after the date of exercise, and if after such 10th Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in immediately available funds to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Warrant Shares so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $100 to cover a Buy-In with respect to an attempted exercise of Warrant Shares with an aggregate sale price giving rise to such purchase obligation of $80, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $20. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Warrant Shares as required pursuant to the terms hereof. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This The Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 3(a) or otherwise, to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holder’s Affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 4.9% of the number of shares of the Common Stock issued and outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 3(c), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within four Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Company Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 3(c) may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and the provisions of this Section 3(c) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The Holder is solely responsible for all calculations required in this Section 3(c). The Company shall have no liability for any issuances of Warrant Shares that exceed the 5% amount and the Company is entitled to rely on all calculations by the Holder and/or its agents. The Holder’s exercise notice shall be deemed a representation of the Holder that the number of Warrant Shares to be acquired pursuant to such exercise notice shall be in compliance with the provisions of this Section 3(c). (d) If, but only if, at any time after one year from the date of issuance of this Warrant there is no effective Registration Statement registering the resale of the Warrant Shares by the Holder, this Warrant may also be exercised, in whole or in part, exercised at any such time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price Closing Price on the trading day Trading Day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the close of business on the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executedexecuted and delivered pursuant to the notice provision of the Purchase Agreement, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, or by means of a cashless exercise, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder Holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may shall also be exercised, in whole or in part, at any time prior to the Termination Date, exercisable by means of a “"cashless exercise” " in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price average of the high and low trading prices per share of Common Stock on the trading day Trading Day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjustedthis Warrant; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bankbank or by means of a cashless exercise pursuant to Section 3(d), the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day (5th) Trading Day after the date of exercise, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise by the third Trading Day after the date of exercise, and if after such fifth (5th) Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This The Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 3(a) or otherwise, to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holder's affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. To the extent that the limitation contained in this Section 3(c) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of such ▇▇▇▇▇▇, and the submission of a Notice of Exercise shall be deemed to be such Holder's determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 3(c), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Form 10-QSB or Form 10-KSB, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company's Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 3(c) may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Company, and the provisions of this Section 3(c) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). (d) If at any time after one year from the date of issuance of this Warrant there is no effective Registration Statement registering the resale of the Warrant Shares by the Holder, this Warrant may also be exercised, in whole or in part, exercised at any such time prior to the Termination Date, by means of a “"cashless exercise” " in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price Closing Price on the trading day Trading Day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the surrender Company of this Warrant and the a duly executed Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and surrender of this Warrant, together with payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchasedbank in immediately available funds. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days after 5 Trading Days from the date on which delivery to the Company of the Notice of Exercise Form, surrender of this Warrant shall have been exercised and payment of the aggregate Exercise Price as aforesaidset forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the later of the date the Notice of Exercise is delivered to the Company and such certificate or certificates the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the end of business (New York, New York time) on the fifth business day after Trading Day following the date of exerciseWarrant Share Delivery Date, then the Holder will have the right to rescind such exercise by written notice exercise. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This If at any time after one year from the date of issuance of this Warrant, there is no effective Registration Statement registering the resale of the Warrant Shares by the Holder at such time, this Warrant may also be exercised, in whole or in part, exercised at any such time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price VWAP on the trading day Trading Day immediately preceding the date of such election; (B) = the Exercise Price of the Warrantsthis Warrant, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the surrender Company of this Warrant and a duly executed facsimile copy of the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ; provided, however, said exercise will be void and of no effect if the Holder does not surrender this Warrant to the Company and the Company does not receive payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, bank on or before the Holder shall be entitled fifth day following the date notice of exercise is delivered to receive a certificate for the number of Warrant Shares so purchasedCompany. Certificates for Warrant Shares shares purchased hereunder shall be delivered issued to the Holder within five (5) three business days after from the date on which delivery to the Company of the notice of exercise, surrender of this Warrant shall have been exercised and payment of the aggregate Exercise Price as aforesaidset forth above. This Warrant shall be deemed to have been exercised and such certificate or certificates on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Notwithstanding the foregoing, this Warrant may also can not be exercised, in whole or in part, at any time prior to exercised within the Termination Date, by means of a “cashless exercise” in which United States and the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal can not be delivered within the United States upon exercise, other than in a transaction deemed by the Company to meet the quotient obtained by dividing [(A-Bdefinition of an “offshore transaction” pursuant to Rule 902(h) (X)] by (A)of Regulation S adopted under the Securities Act, where: (A) = unless the closing bid price on transaction is registered under the trading day preceding the date of Securities Act or an exemption from such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrantregistration requirement is available.

Exercise of Warrant. (a) Except as provided in Section 4 Paragraph 3(b) herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and on or before the close of business on the Termination Date Date, or such earlier date on which this Warrant may terminate as provided elsewhere in this Warrant, by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, executed at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased in the manner provided for herein, and all taxes required, if any, to be paid by wire transfer or cashier’s check drawn on a United States bankHolder prior to the issuance of such shares pursuant to Paragraph 5. Upon such exercise, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paidexercised. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (cb) This Warrant may also be exercisedNotwithstanding any other provision hereof, in whole no event (except (i) as specifically provided herein as an exception to this provision, or in part, at (ii) while there is outstanding a tender offer for any time prior to or all of the Termination Date, by means shares of a “cashless exercise” in which the Company’s Common Stock) shall the Holder shall be entitled to receive a certificate for exercise any portion of this Warrant, nor shall the Company have the obligation to accept the exercise of such Warrant to the extent that, after such exercise or issuance of stock in payment of interest, the sum of (1) the number of Warrant Shares equal shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of the Warrants or other convertible securities or of the unexercised portion of other options or warrants or other rights to the quotient obtained by dividing [(A-B) (X)] by (Apurchase Common Stock), where: and (A2) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares shares of Common Stock issuable upon the exercise of the Warrants with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (after taking into account the shares to be issued to the Holder upon such conversion). For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the terms Securities Exchange Act of 1934, as amended, except as otherwise provided in clause (1) of such sentence. The Holder, by its acceptance of this Warrant, further agrees that if the Holder transfers or assigns any of the Warrants to a party who or which would not be considered such an affiliate, such assignment shall be made subject to the transferee’s or assignee’s specific agreement to be bound by the provisions of this Paragraph 3(b) as if such transferee or assignee were the original Holder hereof. Nothing herein shall preclude the Holder from disposing of a sufficient number of other shares of Common Stock beneficially owned by the Holder so as to thereafter permit the continued exercise of this Warrant. The provisions of this paragraph 3(b) (i) shall not apply to any Holder who, without regard to this Warrant and the underlying Warrant Shares is the beneficial owner, within the meaning of Rule 13d-3 of 5% or more of the Company’s issued and outstanding shares of common stock, (ii) can be waived by agreement of the Company and the Holder, and (iii) shall terminate in the event the Company exercises its right to redeem the Warrants pursuant to the provisions of paragraph 17 of this Warrant Certificate.

Exercise of Warrant. (a) Except as otherwise provided in Section 4 for herein, exercise of the purchase rights represented by this Warrant may be made exercised in whole at any time, or in part from time to time, during the Exercise Period by presentation and surrender hereof to the Company at its principal office, or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire its stock transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holderagent, if any, pursuant with the Purchase Form annexed hereto as Exhibit A duly executed and by paying in full, in lawful money of the United States, in cash, certified check or bank draft payable to Section 5 prior the order of the Company, the Exercise Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Common Stock, and the issuance of such shares, have been paidthe Common Stock. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been should be exercised in partpart only, the Company shall, at the time upon surrender of delivery of the certificate or certificates representing this Warrant Sharesfor cancellation, execute and deliver to Holder a new Warrant evidencing the rights of the Holder hereof to purchase the unpurchased balance of the shares purchasable hereunder. Upon receipt by the Company of this Warrant Shares called and the Exercise Price therefor at its office, or by the stock transfer agent of the Company at its office, in proper form for by this Warrantexercise, the Registered Holder (as defined) shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise provided, that if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the Registered Holder of such shares at the close of business on the next succeeding date on which new Warrant shall in all other respects be identical with this Warrantthe stock transfer books are open. (cb) This In the event the Warrant may also Shares shall not have been registered under the Act pursuant to Section 10 or otherwise at the time when the Holder elects to exercise this Warrant and the Warrant Shares sought to be exercisedacquired cannot be registered under the Act within twenty (20) days (as determined in the reasonable commercial judgment of the Company in consultation with its counsel and counsel to the Holder) after the Company's receipt of written notice from the Holder of its desire to obtain Warrant Shares as provided in this Subsection 1(b), in whole or in part, at any time prior addition to the Termination Daterights of the Holder under the preceding provisions of Subsection 1(a), by means of a “cashless exercise” in which the Holder shall have the right, in lieu of paying the Exercise Price in cash, to instruct the Company to reduce the number of shares of Common Stock thereafter eligible to be entitled purchased by such holder pursuant to receive a certificate for Warrants held by it in accordance with the following formula: P N = ------------- ( M - E ) where: N = the number of shares of Common Stock to be subtracted from remaining number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) purchasable upon exercise of such holder's Warrants; and P = the closing bid price on the trading day preceding the date of such election; (B) = the aggregate Exercise Price of otherwise payable for the Warrants, as adjusted; and (X) = the number of Warrant Shares shares issuable upon exercise of the Warrants Warrants; and M = the Market Price Per Share (as defined in accordance with Section 4(b)), determined as of the terms date of this Warrantsuch exercise; and E = the Exercise Price on the date of such exercise.

Exercise of Warrant. (a) Except This Warrant may be exercised by the Holder as provided to the whole or any lesser number of the Shares covered hereby, as set forth in Section 4 herein1 above, upon surrender of this Warrant to the Company at its principal executive offices together with the Notice of Exercise and Investment Representation Statement annexed hereto as Exhibits A and B, respectively, duly completed and executed by ---------- - the Holder, and payment to the Company in cash of the aggregate Exercise Price for the Shares to be purchased. Certificates for the Shares so purchased shall be delivered to the Holder within a reasonable time after exercise of the stock purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender Warrant. The exercise of this Warrant shall be deemed to have been effected on the day on which the Holder surrenders this Warrant to the Company and the Notice of Exercise Form annexed hereto duly executed, at the office satisfies all of the Company requirements of this Section 2. Upon such exercise, the Holder will be deemed a shareholder of record of those Shares for which the warrant has been exercised with all rights of a shareholder (or including, without limitation, all voting rights with respect to such other office or agency Shares and all rights to receive any dividends with respect to such Shares). If this Warrant is to be exercised in respect of less than all of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankShares covered hereby, the Holder shall be entitled to receive a certificate for new warrant covering the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on in respect of which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to not have been exercised and such certificate or certificates for which it remains subject to exercise. Such new warrant shall be deemed to have been issued, and Holder or any in all other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant respects identical to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyWarrant. (b) If Notwithstanding the payment provisions set forth in Section 2(a) above, the Holder may elect to receive Shares equal to the value of this Warrant shall have been exercised in part, (or of any portion thereof remaining unexercised) by surrender of this Warrant at the principal office of the Company shalltogether with notice of such election, in which event the Company shall issue to the Holder that number of Shares computed using the following formula: X = Y*(A-B) ------- A Where: X = the number of Shares to be issued to the Holder; Y = the number of Shares purchasable under this Warrant (at the time date of delivery such calculation); A = the Fair Market Value of one Share; and B = the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing Exercise Price (at the rights date of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrantsuch calculation). (c) This Warrant may also be exercisedFor purposes of section 3(b) above, the Fair Market Value of one Share shall mean (i) if the Company's Common Stock is listed on any established stock exchange or national market system, including, without limitation, the National Market of The Nasdaq Stock Market, the closing sales price of one share of the Company's Common Stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in whole or in part, at any time the Company's Common Stock) on the last market trading day prior to the Termination Dateday of determination, as reported in The Wall Street Journal or such other source as the Board of Directors of the Company may deem reliable; (ii) if the Company's Common Stock is quoted on The Nasdaq Stock Market (but not on the National Market thereof) or regularly quoted by means of a “cashless exercise” in which recognized securities dealer but selling prices are not reported, the Holder shall be entitled to receive a certificate mean between the high and low asked prices for the number of Warrant Shares equal Company's Common Stock on the last market trading day prior to the quotient obtained by dividing [(A-B) (X)] by (A)day of determination, where: (A) = as reported in The Wall Street Journal or such other source as the closing bid price on the trading day preceding the date Board of such election; (B) = the Exercise Price Directors of the Warrants, as adjustedCompany may deem reliable; and (Xiii) = the number of Warrant Shares issuable upon exercise if exercised in connection with respect to a merger or consolidation of the Warrants Company or the sale of all or substantially all of the assets of the Company, the amount of cash or the value of securities actually received by the Company or its shareholders in accordance with such transaction for each share of the terms Company's Common Stock; or (iv) as otherwise determined by the Board of this WarrantDirectors of the Company, acting in good faith.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise All or any part of the purchase rights Warrant represented by this Warrant Certificate may be made at any time or times on or exercised commencing one hundred eighty (180) days after the Initial Exercise Effective Date and ending at 5:00 p.m. Pacific Time on or before the Termination fifth anniversary of the Effective Date by the surrender of surrendering this Warrant and Certificate, together with appropriate instructions, duly executed by the Notice of Exercise Form annexed hereto Warrantholder or by its duly executedauthorized attorney, at the office of the Company (at NuVim, Inc., ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President; or at such other office or agency as the Company may designate. The date on which such instructions are received by the Company shall be the date of exercise. If the Holder has elected a Cashless Exercise, such instructions shall so state. Upon receipt of notice of exercise, the Company shall immediately instruct its transfer agent to prepare certificates for the Securities to be received by the Warrantholder upon completion of the Warrant exercise. When such certificates are prepared, the Company as it may designate by notice in writing shall notify the Warrantholder and deliver such certificates to the registered Holder at Warrantholder or as per the address of such Holder appearing on Warrantholder’s instructions immediately upon payment in full by the books Warrantholder, in lawful money of the Company). Upon payment United States, of the Exercise Price payable with respect to the Securities being purchased, if any. If the Warrantholder shall represent and warrant that all applicable registration and prospectus delivery requirements for their sale have been complied with upon sale of the shares thereby purchased by wire transfer or cashier’s check drawn on Securities received upon exercise of the Warrant, such certificates shall not bear a United States banklegend with respect to the Securities Act of 1933, as amended. If fewer than all the Securities purchasable under the Warrant are purchased, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered Company will, upon such partial exercise, execute and deliver to the Holder within five Warrantholder a new Warrant Certificate (5) business days after dated the date on which hereof), in form and tenor similar to this Warrant shall have been exercised as aforesaidCertificate, evidencing that portion of the Warrant not exercised. This The Securities to be obtained on exercise of the Warrant shall be deemed to have been exercised and such certificate or certificates shall will be deemed to have been issued, and Holder or any other person so designated to be named therein shall exercising the Warrants will be deemed to have become a holder of record of such Warrant Shares for all purposesthose Securities, as of the date of the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyPrice. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase The rights represented by this Warrant may be made exercised in whole or in part at any time or times on or after during the Initial Exercise Date and on or before the Termination Date by the surrender Period upon (i) delivery of this Warrant and the an executed Notice of Exercise Form annexed in the form attached hereto duly executed, at the office of to the Company at its address set forth on the signature page hereto (or at such other office or agency of the Company address as it may designate by notice in writing to the registered Holder at the address Holder), (ii) surrender of such Holder appearing on the books of the Company). Upon this Warrant and (iii) payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Exercise Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered as to the Holder within five (5) business days after the date on which this Warrant is being exercised. The delivery by (or on behalf of) the Holder of the Exercise Notice and the applicable Exercise Price as provided above shall have been exercised constitute the Holder’s certification to the Company that its representations contained in Section 4.2(b), (c) and (d) of the Purchase Agreement are true and correct as aforesaid. This of the Exercise Date as if remade in their entirety (or, in the case of any transferee Holder that is not a party to the Purchase Agreement, such transferee Holder’s certification to the Company that such representations are true and correct as to such assignee Holder as of the Exercise Date). (b) With respect to each exercise of this Warrant pursuant to Section 3.1(a) above, the Exercise Date shall be deemed to have been exercised and such certificate or certificates be the date the Exercise Price is received by the Company. The Exercise Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the Exercise Date. The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the Exercise Date, irrespective of the date of delivery of such certificate or certificates, except that, if the Warrant has been exercised date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. (c) Certificates for shares purchased hereunder shall be transmitted by payment the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three business days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companyas set forth above. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If For the purposes of this Agreement, (i) “Trading Day” shall mean any day on which the Principal Market is open for business and (ii) “Principal Market” shall mean initially the Nasdaq National Market and shall include the American Stock Exchange, Nasdaq National Market, the Nasdaq SmallCap Market, Bulletin Board or the New York Stock Exchange if the Company fails to deliver to the Holder a certificate is listed and trades on such market or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companyexchange. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the The purchase rights represented by this Warrant may be made are exercisable by the registered Holder hereof, in whole at any time or times on or after the Initial Exercise Date and on or before the Termination Date in part from time to time by the surrender delivery of this Warrant and the Notice of Exercise Form annexed hereto duly executed, completed and executed at the office of the Company in California (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder appearing on the books of the Company). Upon , and upon payment of the Exercise Price of the shares thereby purchased (cash, bank wire transfer, or by wire transfer certified or cashier’s official bank check drawn on a United States bank, payable to the order of the Company in an amount equal to the Exercise Price of the shares thereby purchased); whereupon the Holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares so purchased; provided that the Company will place on each certificate a legend substantially the same as that appearing on this Warrant, in addition to any legend required by any applicable state or federal law. Certificates for If this Warrant Shares purchased hereunder shall be delivered is exercised in part, the Company will issue to the Holder within five (5) hereof a new Warrant upon the same terms as this Warrant but for the balance of Warrant Shares for which this Warrant remains exercisable. The Company agrees that upon exercise of this Warrant the Holder shall be deemed to be the record owner of the shares issued upon exercise as of the close of business days after on the date on which this Warrant shall have been exercised as aforesaid. This Warrant will be surrendered at the time of exercise or if lost, stolen, misplaced or destroyed, the Holder will comply with Section 7 below (b) Certificates for shares purchased hereunder shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver delivered to the Holder hereof within a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day reasonable time after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If on which this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrantas aforesaid. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of The Company covenants that all Warrant Shares equal to which may be issued upon the quotient obtained exercise of rights represented by dividing [(A-B) (X)] by (A)this Warrant will, where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants rights represented by this Warrant, be fully paid and non-assessable and free from all preemptive rights, taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue which shall be paid by the Company in accordance with the terms of this WarrantSection 4 below).

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this This Warrant may be made exercised at any time after January 1, 2004 and prior to the Expiration Date. The Warrantholder may exercise this Warrant, in whole or times on or after the Initial Exercise Date in part, by presentation and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office address of the Company (set forth in Section 4.10 hereof or at such other office or agency of address as the Company as it may designate by notice in writing to the registered Holder at Warrantholder with the address of such Holder appearing on the books of the Company). Upon Subscription Form annexed hereto duly executed, accompanied by payment of the Exercise Warrant Price in effect on the date of the shares thereby purchased such exercise multiplied by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so to be purchased. Certificates Upon receipt thereof, the Company shall cause to be issued certificates for the Warrant Shares so purchased hereunder in such denominations as are requested for delivery to the Warrantholder. Such certificates shall be delivered as promptly as practicable to the Holder within five (5) business days after Warrantholder. Upon any partial exercise of this Warrant, the Company shall execute and deliver a new Warrant of like tenor and date on which this for the balance of the Warrant shall have been exercised as aforesaidShares purchasable hereunder. This Warrant Upon exercise, the Warrantholder shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a the holder of record of shares of Common Stock issuable upon such Warrant Shares for all purposesexercise, as notwithstanding that the stock transfer books of the date the Warrant has been exercised by payment Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paidWarrantholder. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing this Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be is exercised, a registration statement is not in whole or in part, at any time prior effect to register under the Termination Date, by means of a “cashless exercise” in which Securities Act the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant, the Company may require the Warrantholder to make such representations, and may place such legends on certificates representing the Warrant Shares, as may be reasonably required to permit the Warrant Shares to be issued without such registration. The Company shall pay any and all stock transfer and similar taxes which may be payable in respect of the issue of the Warrant or in respect of the issue of any of the Warrant Shares, except the Company shall not pay such transfer taxes if the Warrant Shares are issued to a Person other than the Warrantholder.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise All or any part of the purchase rights Warrant represented by this Warrant Certificate may be made at any time or times exercised commencing on or after the Initial Exercise first anniversary of the Effective Date and ending at 5 p.m. Pacific Time on or before the Termination fifth anniversary of the Effective Date by the surrender of surrendering this Warrant and Certificate, together with appropriate instructions, duly executed by the Notice of Exercise Form annexed hereto Warrantholder or by its duly executedauthorized attorney, at the office of the Company (at DayStar Technologies, Inc., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President; or at such other office or agency as the Company may designate. The date on which such instructions are received by the Company shall be the date of exercise. If the Holder has elected a Cashless Exercise, such instructions shall so state. Upon receipt of notice of exercise, the Company shall immediately instruct its transfer agent to prepare certificates for the Securities to be received by the Warrantholder upon completion of the Warrant exercise. When such certificates are prepared, the Company as it may designate by notice in writing shall notify the Warrantholder and deliver such certificates to the registered Holder at Warrantholder or as per the address of such Holder appearing on Warrantholder’s instructions immediately upon payment in full by the books Warrantholder, in lawful money of the Company). Upon payment United States, of the Exercise Price payable with respect to the Securities being purchased, if any. If the Warrantholder shall represent and warrant that all applicable registration and prospectus delivery requirements for their sale have been complied with upon sale of the shares thereby purchased by wire transfer or cashier’s check drawn on Securities received upon exercise of the Warrant, such certificates shall not bear a United States banklegend with respect to the Securities Act of 1933, as amended. If fewer than all the Securities purchasable under the Warrant are purchased, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered Company will, upon such partial exercise, execute and deliver to the Holder within five Warrantholder a new Warrant Certificate (5) business days after dated the date on which hereof), in form and tenor similar to this Warrant shall have been exercised as aforesaidCertificate, evidencing that portion of the Warrant not exercised. This The Securities to be obtained on exercise of the Warrant shall be deemed to have been exercised and such certificate or certificates shall will be deemed to have been issued, and Holder or any other person so designated to be named therein shall exercising the Warrants will be deemed to have become a holder of record of such Warrant Shares for all purposesthose Securities, as of the date of the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyPrice. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise All or any part of the purchase rights Warrant represented by this Warrant Certificate may be made at any time or times exercised commencing on or after the Initial Exercise first anniversary of the Effective Date and ending at 5 p.m. Pacific Time on or before the Termination fifth anniversary of the Effective Date by the surrender of surrendering this Warrant and Certificate, together with appropriate instructions, duly executed by the Notice of Exercise Form annexed hereto Warrantholder or by its duly executedauthorized attorney, at the office of the Company (Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 140, San Diego, California 92121; or at such other office or agency as the Company may designate. The date on which such instructions are received by the Company shall be the date of exercise. If the Holder has elected a Cashless Exercise, such instructions shall so state. Upon receipt of notice of exercise, the Company shall immediately instruct its transfer agent to prepare certificates for the Securities to be received by the Warrantholder upon completion of the Warrant exercise. When such certificates are prepared, the Company as it may designate by notice in writing shall notify the Warrantholder and deliver such certificates to the registered Holder at Warrantholder or as per the address of such Holder appearing on Warrantholder’s instructions immediately upon payment in full by the books Warrantholder, in lawful money of the Company). Upon payment United States, of the Exercise Price payable with respect to the Securities being purchased, if any. If the Warrantholder shall represent and warrant that all applicable registration and prospectus delivery requirements for their sale have been complied with upon sale of the shares thereby purchased by wire transfer or cashier’s check drawn on Securities received upon exercise of the Warrant, such certificates shall not bear a United States banklegend with respect to the Securities Act of 1933. If fewer than all the Securities purchasable under the Warrant are purchased, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered Company will, upon such partial exercise, execute and deliver to the Holder within five Warrantholder a new Warrant Certificate (5) business days after dated the date on which hereof), in form and tenor similar to this Warrant shall have been exercised as aforesaidCertificate, evidencing that portion of the Warrant not exercised. This The Securities to be obtained on exercise of the Warrant shall be deemed to have been exercised and such certificate or certificates shall will be deemed to have been issued, and Holder or any other person so designated to be named therein shall exercising the Warrants will be deemed to have become a holder of record of such Warrant Shares for all purposesthose Securities, as of the date of the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyPrice. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 5 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 6 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times in whole or in part and before the close of business on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, whereupon the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder holder hereof within five (5) business days reasonable time after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. This Warrant may also be exercised in whole or in part by means of a "cashless exercise" by means of tendering this Warrant to the Company to receive a number of shares of Common Stock equal in Market Value to the difference between the Market Value of the shares of Common Stock issuable upon such exercise of this Warrant and the total cash exercise price of that part of the Warrant being exercised. Market Value for this purpose shall be the last trade on the Trading Day of such cashless exercise. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as otherwise provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after during the Initial Exercise Date and on or before the Termination Date Period, by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five (5) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 8 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and (A) upon payment of the Exercise Price of the shares thereby purchased by wire transfer transfer, check, certified check or cashier’s cashiers check drawn on payable to SmartVideo Technologies, Inc. and/or (B) by notifying the Company that this Warrant is being exercised pursuant to a United States bankCashless Exercise (as defined in Section 4), the Holder holder shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised Holder faxes a Notice of Exercise to the Company, provided that such fax notice is followed by delivery of the original notice and payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 6 prior to the issuance of such shares, have been paidpaid within three (3) business days of such fax notice. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 3 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and before or on or before the Termination Date by the surrender of (i) surrendering this Warrant and Warrant, with the Notice of Exercise Form annexed hereto completed and duly executed, at to the office offices of the Company (or such other office or agency (including the transfer agent, if applicable) of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and (ii) delivering payment of the Exercise Price of the shares thereby purchased by wire transfer of immediately available funds or cashier’s 's check drawn on a United States bank, . The Holder exercising his purchase rights in accordance with the Holder preceding sentence shall be entitled to receive a certificate for the number of Warrant Shares so purchased, which certificate will bear a legend substantially similar to the legend set forth on this Warrant. Certificates for Warrant Shares shares purchased hereunder shall be issued and delivered to the Holder within five (5) business days Trading Days (as defined below) after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to no longer hold this Warrant with respect to such shares and to have become a holder of record of such Warrant Shares shares for all purposes, in each case as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 4 prior to the issuance of such shares, have been paid. If . (b) In the Company fails to event that the Warrant is not exercised in full, the number of Warrant Shares shall be reduced by the number of such Warrant Shares for which this Warrant is exercised and/or surrendered, and the Company, if requested by Holder and at his expense, shall within ten (10) Trading Days issue and deliver to the Holder a certificate or certificates representing new Warrant of like tenor in the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date name of exercise, then the Holder will have or as the right to rescind Holder (upon payment by Holder of any applicable transfer taxes) may request, reflecting such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing adjusted Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Notwithstanding the foregoing, this Warrant may also shall not be exercisedexercisable, in whole or in partand the Company shall not issue to Lender any shares of Common Stock underlying this Warrant, at any until such time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [when such shares (A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares including shares issuable upon exercise of the Warrants Warrants) proposed to be issued, when aggregated with all other shares then owned beneficially (as calculated pursuant to (i) Section 13(d) of the Securities Exchange Act of 1934 and Rule 13d-3 promulgated thereunder and (ii) the rules and regulations of the NASDAQ Stock Market) by the Lender would not result in accordance with the terms beneficial ownership by the Lender of this Warrantmore than 9.99% of the then issued and outstanding shares of Common Stock (the “Ownership Cap”), without the prior written consent of Investor. The Ownership Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise All or any part of the purchase rights Warrant represented by this Warrant Certificate may be made at any time or times exercised commencing on or after the Initial Exercise first anniversary of the Effective Date and ending at 5 p.m. Pacific Time on or before the Termination fifth anniversary of the Effective Date by the surrender of surrendering this Warrant and Certificate, together with appropriate instructions, duly executed by the Notice of Exercise Form annexed hereto Warrantholder or by its duly executedauthorized attorney, at the office of the Company (at Milestone Scientific Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President; or at such other office or agency as the Company may designate. The date on which such instructions are received by the Company shall be the date of exercise. If the Holder has elected a Cashless Exercise, such instructions shall so state. Upon receipt of notice of exercise, the Company shall immediately instruct its transfer agent to prepare certificates for the Securities to be received by the Warrantholder upon completion of the Warrant exercise. When such certificates are prepared, the Company as it may designate by notice in writing shall notify the Warrantholder and deliver such certificates to the registered Holder at Warrantholder or as per the address of such Holder appearing on Warrantholder's instructions immediately upon payment in full by the books Warrantholder, in lawful money of the Company). Upon payment United States, of the Exercise Price payable with respect to the Securities being purchased, if any. If the Warrantholder shall represent and warrant that all applicable registration and prospectus delivery requirements for their sale have been complied with upon sale of the shares thereby purchased by wire transfer or cashier’s check drawn on Securities received upon exercise of the Warrant, such certificates shall not bear a United States banklegend with respect to the Securities Act of 1933, as amended. If fewer than all the Securities purchasable under the Warrant are purchased, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered Company will, upon such partial exercise, execute and deliver to the Holder within five Warrantholder a new Warrant Certificate (5) business days after dated the date on which hereof), in form and tenor similar to this Warrant shall have been exercised as aforesaidCertificate, evidencing that portion of the Warrant not exercised. This The Securities to be obtained on exercise of the Warrant shall be deemed to have been exercised and such certificate or certificates shall will be deemed to have been issued, and Holder or any other person so designated to be named therein shall exercising the Warrants will be deemed to have become a holder of record of such Warrant Shares for all purposesthose Securities, as of the date of the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the CompanyPrice. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section Sections 3(b), 3(c) or 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Series B Preferred Stock so purchased. This Warrant may also be exercised in whole or in part by means of a "cashless exercise" by tendering this Warrant to the Company to receive a number of shares of Series B Preferred Stock equal in Market Value to the difference between the Market Value of the shares of Common Stock issuable upon such exercise of this Warrant and conversion of the Series B Preferred Stock and the total cash exercise price of that part of the Warrant being exercised. "MARKET VALUE" for this purpose shall be the closing price of the Common Stock as reported by Bloomberg L.P. on the date of such cashless exercise. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder hereof within five three (53) business trading days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder the Holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares shares of Series B Preferred Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. This Warrant may also be exercised in whole or in part by means of a "cashless exercise" by tendering this Warrant to the Company to receive a number of shares of Common Stock equal in Market Value to the difference between the Market Value of the shares of Common Stock issuable upon such exercise of this Warrant and the total cash exercise price of that part of the Warrant being exercised. "Market Value" for this purpose shall be the closing price of the Common Stock as reported by Bloomberg L.P. on the date of such cashless exercise. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder hereof within five four (54) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder the Holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, If the Registration Statement is not effective at any time prior when it is required to be effective pursuant to the Termination DateRegistration Rights Agreement, then this Warrant shall also be exercisable by means of a “"cashless exercise” " in which the Holder holder shall be entitled to receive a certificate for the number of Warrant Shares shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid volume weighted average price per share of Common Stock on the trading day Trading Day preceding the date of such electionelection on the Nasdaq Stock Market, or if the Common Stock is not traded on the Nasdaq Stock Market, then the Principal Market in terms of volume, and converted into US Dollars; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this This Warrant may be made at any time or times on or after exercised by the Initial Exercise Date and on or before the Termination Date Holder by (i) the surrender of this Warrant and to the Company, with the Notice of Exercise Form annexed hereto duly executedcompleted and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such the Holder appearing on the books of the Company). Upon ) during the Exercise Period and (ii) the delivery of payment to the Company, for the account of the Company, by cash, wire transfer of immediately available funds to a bank account specified by the Company, or by certified or bank cashier’s check, of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchasedspecified in the Notice of Exercise, in each case, in lawful money of the United States of America. Certificates for The Company agrees that such Warrant Shares purchased hereunder shall be delivered deemed to be issued to the Holder within five (5) as the record holder of such Warrant Shares as of the close of business days after on the date on which this Warrant shall have been exercised surrendered and payment made for the Warrant Shares as aforesaid. This Warrant shall be deemed to have been exercised and such A stock certificate or certificates for the Warrant Shares specified in the Notice of Exercise shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver delivered to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exerciseas promptly as practicable, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) and in any event within ten Business Days, thereafter. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates representing Warrant Sharescertificates, deliver to the Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased remaining Warrant Shares called for by this WarrantShares, which new Warrant shall in all other respects be identical with this Warrant. (c) This . No adjustments shall be made on Warrant may also be exercised, in whole Shares issuable on the exercise of this Warrant for any cash dividends paid or in part, at any time payable to holders of record of Common Stock prior to the Termination Date, by means date as of a “cashless exercise” in which the Holder shall be entitled deemed to receive a certificate for be the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date record holder of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this WarrantShares.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of (i) delivering (which may be by facsimile) this Warrant and with the Notice of Exercise Form annexed hereto completed and duly executed, at to the office offices of the Company (or such other office or agency (including the transfer agent, if applicable) of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and (ii) delivering payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, bank or by means of a cashless exercise pursuant to Section 3(d). The Holder exercising its purchase rights in accordance with the Holder preceding sentence shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein (provided that the Holder complies with the restrictions in Section 1 and Section 7 for transfer) shall be deemed to no longer hold this Warrant with respect to such shares and to have become a holder of record of such Warrant Shares shares for all purposes, in each case as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day Trading Day after the date of exercise, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise by the fifth Trading Day after the date of exercise and the Holder has not rescinded such exercise pursuant to this Section 3(a), and if after such fifth Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. (b) If this In the event that the Warrant shall have been is not exercised in partfull, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal shall be reduced by the number of such Warrant Shares for which this Warrant is exercised and/or surrendered, and the Company, if requested by ▇▇▇▇▇▇ and at its expense, shall within ten (10) Trading Days (as defined below) after surrender by Holder of this Warrant to the quotient obtained by dividing [(A-B) (X)] by (A)Company, where: (A) = issue and deliver to the closing bid price on Holder a new Warrant of like tenor in the trading day preceding the date of such election; (B) = the Exercise Price name of the WarrantsHolder or as the Holder (upon payment by Holder of any applicable transfer taxes) may request, as adjusted; and (X) = reflecting such adjusted Warrant Shares. Notwithstanding anything to the contrary set forth herein, upon exercise of any portion of this Warrant in accordance with the terms hereof, the Holder shall not be required to physically surrender this Warrant to the Company unless such ▇▇▇▇▇▇ is purchasing the full amount of Warrant Shares represented by this Warrant, in which case the Holder shall promptly surrender the Warrant to the Company. The Holder and the Company shall maintain records showing the number of Warrant Shares issuable so purchased hereunder and the dates of such purchases or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Warrant upon each such exercise. The Holder and any assignee, by acceptance of this Warrant or a new Warrant, acknowledge and agree that, by reason of the provisions of this Section, following exercise of any portion of this Warrant, the number of Warrant Shares which may be purchased upon exercise of this Warrant may be less than the Warrants in accordance with number of Warrant Shares set forth on the terms of this Warrantface hereof.

Exercise of Warrant. (a) Except as provided in Section 4 herein, The Warrant Holder may exercise of the purchase rights represented by this Warrant may be made at any time or times on or after by delivering to the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Company a duly executed notice (a "Notice of Exercise Form annexed hereto duly executedExercise") in the form of Annex A attached hereto, at the office election of the Company (or such other office or agency of Warrant Holder, in which the Warrant Holder shall receive from the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates as to which this Warrant is being exercised and shall pay to the Company the Exercise Price for each such Warrant Share by check payable to the order of the Company in an amount equal to the product of: (a) the Exercise Price times (b) the number of Warrant Shares purchased hereunder shall be delivered as to which the Holder within Warrant is being exercised. (b) As soon as practicable, but not later than five (5) business days Business Days after the date on which this Warrant Company shall have been exercised as aforesaidreceived such Notice of Exercise and payment, the Company shall execute and deliver or cause to be executed and delivered, in accordance with such Notice of Exercise, a certificate or certificates representing the number of Common Shares specified in such Notice of Exercise, issued in the name of the Warrant Holder. This Warrant shall be deemed to have been exercised and such share certificate or certificates shall be deemed to have been issued, and such Warrant Holder or any other person so designated to be named therein shall be deemed for all purposes to have become a holder of record of such Warrant Shares for all purposesCommon Shares, as of the date the Warrant has been exercised by that such Notice of Exercise and payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, shall have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) received by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (bc) If The Warrant Holder shall surrender this Warrant shall have been exercised Certificate to the Company when it delivers the Notice of Exercise, and in partthe event of a partial exercise of the Warrant, the Company shallshall execute and deliver to the Warrant Holder, at the time of delivery of the Company delivers the share certificate or certificates representing Warrant Sharesissued pursuant to such Notice of Exercise, deliver to Holder a new Warrant evidencing Certificate for the rights unexercised portion of Holder to purchase the unpurchased this Warrant Shares called for by this WarrantCertificate, which new Warrant shall but in all other respects be identical with to this WarrantWarrant Certificate. (cd) This The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of certificates for the Warrant may also Shares and a new Warrant Certificate, if any, except that if the certificates for the Warrant Shares or the new Warrant Certificate, if any, are to be exercisedregistered in a name or names other than the name of the Warrant Holder, in whole funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Warrant Holder at the time of its delivery of the Notice of Exercise or in part, at any time prior to the Termination Date, by means promptly upon receipt of a “cashless exercise” in which written request by the Holder shall be entitled to receive a certificate Company for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:payment. (Ae) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant No fractional Common Shares issuable upon will be issued in connection with any exercise of the Warrants Warrant, and any fractional Common Share (resulting from any adjustment pursuant to Section 4 or otherwise) in accordance with the terms aggregate number of this WarrantCommon Shares being purchased upon any exercise of the Warrant shall be eliminated.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the close of business on the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, or by means of a cashless exercise as provided in Section 3(c) below, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may shall also be exercised, in whole or in part, at any time prior to the Termination Date, exercisable by means of a “"cashless exercise” " in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price average of the high and low trading prices per share of Common Stock on the trading day Trading Day preceding the date of such electionelection on the Nasdaq Stock Market, or if the Common Stock is not traded on the Nasdaq Stock Market, then the Principal Market in terms of volume; (B) = the Exercise Price of the Warrants, as adjustedthis Warrant; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants this Warrant in accordance with the terms of this Warrant and the Notice of Exercise. (d) Notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for Warrant Shares to the extent that (i) the number of shares of Common Stock owned by such Holder (other than Warrant Shares issuable upon exercise of this Warrant) plus (ii) the number of Warrant Shares issuable upon exercise of this Warrant, would be equal to or exceed 9.9% of the number of shares of Common Stock then issued and outstanding, including shares issuable upon exercise of this Warrant held by such Holder after application of this Section 3(d). As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act. To the extent that the limitation contained in this Section 3(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of such Holder, and the submission of a Notice of Exercise shall be deemed to be such Holder's determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. Nothing contained herein shall be deemed to restrict the right of a Holder to exercise this Warrant into Warrant Shares at such time as such exercise will not violate the provisions of this Section 3(d). The provisions of this Section 3(d) may be waived by the Holder upon, at the election of the Holder, with not less than 61 days' prior notice to the Company, and the provisions of this Section 3(d) shall continue to apply until such 61st day (or such later date as may be specified in such notice of waiver). No exercise of this Warrant in violation of this Section 3(d) but otherwise in accordance with this Warrant shall affect the status of the Warrant Shares as validly issued, fully-paid and nonassessable.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase The rights represented by this Warrant granted hereunder may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, Expiry Date by means of a “cashless exercise” in which the Holder shall be entitled to receive hereof completing the subscription form attached hereto and made a certificate for the number of Warrant Shares equal part hereof and delivering same to the quotient obtained by dividing [(A-B) (X)] by (A)Corporation, where: (A) = located at Attention: together ---, --- with this certificate and the closing bid price on appropriate sum payable to the trading day preceding order of the date Corporation, at par in the amount of such election; (B) = the Exercise Price of the WarrantsCommon Shares subscribed for, which may not exceed the number shown on the face hereof. Payment ------- The Common Shares subscribed for must be paid in full at the time of subscription, by certified cheque or bank draft payable to or to the order of the Corporation. Share Certificate ----------------- Upon compliance with the conditions as adjusted; and (X) = aforesaid, the Corporation will cause to be issued to the person or persons in whose name or names the Common Shares so subscribed for are to be issued the number of Common Shares subscribed for and such person or persons shall be deemed upon presentation and payment as aforesaid, to be the holder or holders of record of such Common Shares. Within fourteen days of compliance of the conditions aforesaid, the Corporation will cause to be mailed or delivered to the Holder at the address or addresses specified in the subscription form a certificate or certificates evidencing the number of Common Shares subscribed for. Exchange of Warrant Certificates -------------------------------- Each warrant certificate may be exchanged for another certificate or certificates entitling the Holder thereof to purchase a like aggregate number of Common Shares issuable as the certificate or certificates surrendered then entitle such Holder to purchase. Any Holder desiring to exchange a warrant certificate or certificates shall make such request in writing delivered to the Corporation, and shall surrender, properly endorsed, the certificate or certificates to be so exchanged. Thereupon, the Corporation shall execute and deliver to the person entitled thereto a new warrant certificate or certificates, as the case may be, as so requested. Mutilated or Missing Warrant ---------------------------- In case any warrant shall be mutilated, lost, stolen or destroyed, the Corporation may issue and deliver in exchange and substitution for and upon cancellation of the mutilated warrant, or in lieu of and in substitution for the warrant lost, stolen or destroyed, a new warrant of like tenor and representing an equivalent right or interest. Transfer of Warrant ------------------- This warrant shall be transferable upon delivery thereof duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. Upon any transfer, the Corporation shall deliver a new warrant or warrants to the persons entitled thereto. Exercise in Whole or in Part ---------------------------- This warrant may be exercised in whole or in part, and if exercised in part, the Corporation shall issue another certificate, in a form evidencing the remaining rights to purchase Common Shares, provided that any such right shall terminate on the Expiry Date. No Fractional Common Shares --------------------------- No fractional Common Shares will be issued on exercise of this warrant, nor shall any compensation be made for such fractional Common Shares, if any. Representations --------------- The Corporation represents, warrants and covenants that any and all Common Shares transferred and sold to a Holder upon each warrant exercise shall be: (i) duly and validly created and issued by the Corporation; (ii) fully paid and non-assessable; (iii) validly outstanding; and (iv) free and clear of all liens, charges or encumbrances whatsoever. Dilution -------- In the event of any reclassification, subdivision or redivision of the issued Common Shares at any time prior to the Expiry Date into a greater number of Common Shares (including the declaration of payment of any stock dividend), the Corporation shall deliver at the time of any exercise thereafter of the right hereby granted, at no additional cost to the Holder hereof, all Common Shares which represent the Common Shares over which the right would have been exercised if such exercise of the Warrants right hereby granted had been prior to the date of reclassification, subdivision or redivision. In the event of any consolidation or change in accordance the Common Shares at any time prior to the Expiry Date to a lesser number of Common Shares, the Corporation shall deliver at the time of any exercise thereafter of the rights only such lesser number of Common Shares as represented by the Common Shares over which the rights would have been exercised if such exercise of the right hereby granted had been prior to the date of such consolidation or change. The Holder hereof shall pay for such Common Shares an amount calculated by multiplying the Exercise Price by the number of Common Shares over which the right would have been exercised if such exercise had been prior to the date of such consolidation or change. In the event that the Corporation shall at any time prior to the Expiry Date, amalgamate, consolidate with or merge into another corporation, the terms Holder hereof shall thereafter receive, upon the exercise of his rights, the securities or property to which a Holder of the number of Common Shares then delivered upon the exercise of the within rights would have been entitled to upon such amalgamation, consolidation or merger, and the Corporation will take steps in connection with such amalgamation, consolidation or merger as may be necessary to ensure that the provisions hereof shall thereafter be applicable, as near as reasonably may be in relation to any securities or properties thereafter delivered upon the exercise of the rights hereby granted. A sale of all or substantially all of the assets of the Corporation for a consideration (apart from the assumption of obligations), consisting primarily of securities, shall be deemed a consolidation, amalgamation or merger for the foregoing purposes. Upon any adjustment of the number of Common Shares which may be purchased by this warrant, and/or the purchase price per Common Share, the Corporation shall give written notice to the Holder of this Warrantwarrant, determined as of the date of notice, giving particulars of such adjustment. In the event the Corporation agrees to sell all or substantially all of the assets of the Corporation for cash, it shall give the Holder hereof at least thirty days notice prior to the date of finalization of such proposed sale, determined as of the date of notice. Successors ---------- All of the covenants and provisions of this warrant by or for the benefit of the Corporation or the Holders shall bind and enure to the benefit of their respective successors and assigns hereunder.

Exercise of Warrant. (a) Except as provided in Subject to Section 4 herein3(c), exercise of the purchase rights represented by this Warrant may be made within five (5) years from the its issuance, at any time or times on or after the Initial Exercise Date and on or before the Termination Date 5 p.m., New York City time, by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) of a duly executed Notice of Exercise Form annexed hereto, and surrender of this Warrant, together with payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchasedbank in immediately available funds. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five three (53) business days after from the date on which delivery to the Company of the Notice of Exercise Form, surrender of this Warrant, and payment of the aggregate Exercise Price as set forth above (“Warrant shall have been exercised as aforesaidShare Delivery Date”). This Warrant shall be deemed to have been exercised on the later of (i) the date the Notice of Exercise is delivered to the Company; and such certificate or certificates (ii) the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein therein, shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shareshereof, have been paid. If the Company fails shall fail for any reason, or for no reason, to deliver issue to the Holder a certificate for the Warrant Shares to which the Holder is entitled within three (3) days of receipt of the Notice of Exercise and the Exercise Price, the Holder (or a broker for the Holder) may purchase (in an open market transaction or otherwise), shares of Common Stock as replacement for the Warrant Shares and the Company shall then pay in cash to the Holder the amount by which the Holder’s total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds the aggregate Exercise Price for the Warrant Shares required to have been delivered to the Holder. Nothing herein shall limit a ▇▇▇▇▇▇’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing the Warrant Shares upon exercise of the Warrant, as required pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companyterms hereof. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased un-purchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five (5) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Issuance Date hereof and before the close of business on or before the Termination Date hereof. Exercise of this Warrant or any part hereof shall be effected by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) . This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, exercised by means of a “"cashless exercise” " in which the Holder holder shall be entitled to receive a certificate for the number of Warrant Shares shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price average of the high and low trading prices per share of Common Stock on the trading day Trading Day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) The “Exercise Price” for the Warrant shall be $0.05 per share. (b) The Holder shall not, in the thirty (30) trading day period preceding the exercise of any portion of this Warrant, sell or short sell the Common Stock of the Company, or otherwise engage in any transaction that would in any way negatively affect the trading price of the Common Stock of the Company. (c) Except as provided in this Section 3 and Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Issue Date, and on or before the Termination close of business on the Expiration Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto hereto, duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the this Warrant has been exercised by payment to to, and receipt thereof by, the Company of the Exercise Price and all taxes required to be paid by the Holderand, if any, pursuant to Section 5 prior to the issuance extent applicable in cases of such sharesissuances to designees of the named Holder of this Warrant, have been paidany transfer-tax reimbursements provided for under the proviso in Section 6 hereof. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five (5) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. . If as set forth in Article 7 of the Purchase Agreement, either (ci) This Warrant may also be exercised, in whole or in part, at any time prior the Registration Statement has not become effective with respect to the Termination DateCommon Stock issued upon exercise of this Warrant or (ii) if the Registration Statement with respect to the Common Stock issued upon exercise of the Warrant has been declared effective, but there is a Suspension or the Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective or the Investors are not permitted to utilize the prospectus therein to resell the Registrable Securities, then this Warrant shall be exercisable by means of a “cashless exercise” in which the Holder holder shall be entitled to receive a certificate for the number of Warrant Shares shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 9 of the Securities Purchase Agreement and Sections 2(c) and 2(e) herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and before or on or before the Termination Date by the surrender of (i) surrendering this Warrant and Warrant, with the Notice of Exercise Form annexed hereto completed and duly executed, at to the office offices of the Company (or such other office or agency (including the transfer agent, if applicable) of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and (ii) delivering payment of the Exercise Price of for the shares of Stock thereby purchased by wire transfer or cashierof immediately available funds in accordance with written wire instructions to be provided by the Company promptly on the Holder’s check drawn on a United States bankrequest. Subject to the restrictions of Section 9 of the Securities Purchase Agreement, the Holder exercising its purchase rights in accordance with the preceding sentence shall be entitled to receive a certificate (or designate to whom such certificate shall be issued) for the number of Warrant Shares so purchased. Certificates ; certificates for Warrant Shares shares so purchased hereunder shall be issued and delivered to the Holder (or issued at its direction) within five (5) business days three Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of no longer hold this Warrant with respect to such Warrant Shares for all purposesshares, as of the date the this Warrant has been exercised by payment to the Company of the Exercise Price (including by exercising the Net Exercise Right pursuant to Section 2(b)) and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If , notwithstanding that the stockholder books or records of the Company fails to deliver to the Holder a certificate may be closed or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companyshares may not be actually delivered on such date. (b) If this Warrant shall have been exercised in partNotwithstanding the foregoing, subject to the restrictions of Section 9 of the Securities Purchase Agreement, the Company shallHolder may, at it its sole discretion, satisfy its obligation to pay the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of Exercise Price through a “cashless exercise” (the “Net Exercise Right”), in which case the Company shall issue to the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), wheredetermined as follows: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may shall also be exercised, in whole or in part, at any time prior to the Termination Date, exercisable by means of a “"cashless exercise” " in which the Holder holder shall be entitled to receive a certificate for the number of Warrant Shares shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price average of the high and low trading prices per share of Common Stock on the trading day Trading Day preceding the date of such electionelection on the Nasdaq Stock Market, or if the Common Stock is not traded on the Nasdaq Stock Market, then the Principal Market in terms of volume, and converted into US Dollars; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the surrender Company of this Warrant and the a duly executed Notice of Exercise Form annexed attached hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and surrender of this Warrant, together with payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchasedbank in immediately available funds. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days after 5 Trading Days from the date on which delivery to the Company of the Notice of Exercise Form, surrender of this Warrant shall have been exercised and payment of the aggregate Exercise Price as aforesaidset forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the later of the date the Notice of Exercise is delivered to the Company and such certificate or certificates the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the end of business (New York, New York time) on the fifth business day after Trading Day following the date of exerciseWarrant Share Delivery Date, then the Holder will have the right to rescind such exercise by written notice to the Companyexercise. (b) If this Warrant shall have been exercised in part, the Company shall, at upon the time of delivery of the certificate or certificates representing Warrant SharesHolder’s request, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other material respects be identical with this Warrant. (c) This If at any time after one year from the date of issuance of this Warrant there is no effective registration statement registering the resale of the Warrant Shares by the Holder at such time, this Warrant may also be exercised, in whole or in part, exercised at any such time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price VWAP on the trading day Trading Day immediately preceding the date of such election; (B) = the Exercise Price of the Warrantsthis Warrant, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 hereinSubject to the terms and conditions hereof, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time during normal business hours on or after the date hereof and prior to 5:00 P.M., Eastern Standard Time, on the Termination Expiration Date. The rights represented by this Warrant may be exercised by the Purchaser, in whole or from time to time in part (except that this Warrant shall not be exercisable as to a fractional share) by means (i) delivery of a “cashless exercise” in written notice of such Purchaser's election to exercise this Warrant, which the Holder notice shall be entitled to receive a certificate for specify the number of Warrant Shares to be purchased, (ii) payment to the Company of an amount equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Warrant Exercise Price of the Warrants, as adjusted; and (X) = multiplied by the number of Warrant Shares issuable upon as to which the Warrant is being exercised in cash or by certified or official bank check or by net issue election, (iii) surrender of this Warrant, properly endorsed, at the principal office of the Company (or at such other agency or office of the Company as the Company may designate by notice to the Purchaser), and (iv) delivery to the Company by the Purchaser of a letter in the form of Exhibit A hereto. In the event of any exercise of the Warrants rights represented by this Warrant, a certificate or certificates for the Warrant Shares so purchased, registered in accordance the name of the Purchaser, shall be delivered to such Purchaser within 15 calendar days after such rights shall have been so exercised. Unless the rights represented by this Warrant shall have expired or have been fully exercised, the Company shall issue a new Warrant identical in all respects to the Warrant exercised, except that it shall represent rights to purchase the number of Warrant Shares purchasable immediately prior to such exercise under the Warrant exercised, less the number of Warrant Shares with respect to which such Warrant was exercised. The entity in whose name any certificate for Warrant Shares is issued upon the terms exercise of this WarrantWarrant shall for all purposes be deemed to have become the holder of record of such Warrant Shares immediately prior to the close of business on the date on which the Warrant was surrendered and payment of the amount due in respect of such exercise and any applicable taxes was made, irrespective of the date of delivery of such share certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are properly closed, such person shall be deemed to have become the holder of such Warrant Shares at the opening of business on the next succeeding date on which the stock transfer books are open.

Exercise of Warrant. (a) Except as provided in Section 4 3 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and before or on or before the Termination Date by the surrender of (i) surrendering this Warrant and Warrant, with the Notice of Exercise Form annexed hereto completed and duly executed, at to the office offices of the Company (or such other office or agency (including the transfer agent, if applicable) of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and (ii) delivering payment of the Exercise Price of the shares thereby purchased by wire transfer of immediately available funds or cashier’s check drawn on a United States bank, . The Holder exercising his purchase rights in accordance with the Holder preceding sentence shall be entitled to receive a certificate for the number of Warrant Shares so purchased, which certificate will bear a legend substantially similar to the legend set forth on this Warrant. Certificates for Warrant Shares shares purchased hereunder shall be issued and delivered to the Holder within five (5) business days Trading Days (as defined below) after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to no longer hold this Warrant with respect to such shares and to have become a holder of record of such Warrant Shares shares for all purposes, in each case as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 4 prior to the issuance of such shares, have been paid. If . (b) In the Company fails to event that the Warrant is not exercised in full, the number of Warrant Shares shall be reduced by the number of such Warrant Shares for which this Warrant is exercised and/or surrendered, and the Company, if requested by Holder and at his expense, shall within ten (10) Trading Days issue and deliver to the Holder a certificate or certificates representing new Warrant of like tenor in the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date name of exercise, then the Holder will have or as the right to rescind Holder (upon payment by Holder of any applicable transfer taxes) may request, reflecting such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing adjusted Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior Notwithstanding anything to the Termination Datecontrary contained in this Warrant, this Warrant shall not be exercisable by means of a “cashless exercise” in which the Holder hereof to the extent (but only to the extent) that the Holder or any of its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Stock. To the extent the above limitation applies, the determination of whether this Warrant shall be entitled exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder) and of which such securities shall be exercisable (as among all such securities owned by the Holder) shall, subject to receive a certificate for such Maximum Percentage limitation, be determined on the number basis of Warrant Shares equal the first submission to the quotient obtained by dividing [Company for conversion, exercise or exchange (A-B) (Xas the case may be)] by (A), where: (A) = the closing bid price . No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the trading day preceding the date of such election; (B) = the Exercise Price applicability of the Warrantsprovisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as adjusted; and (X) = amended, and the number rules and regulations promulgated thereunder. The provisions of Warrant Shares issuable upon exercise of the Warrants this paragraph shall be implemented in accordance a manner otherwise than in strict conformity with the terms of this Warrantparagraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. Upon the written or oral request of the Holder, the Company shall as soon as practicable confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and delivery of a duly executed copy of the Notice of Exercise Form annexed hereto duly executed, at the office of to the Company at its principal office (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) along with payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five seven (57) business days after Trading Days from the date on which delivery to the Company of the Notice of Exercise Form, surrender of this Warrant shall have been exercised and payment of the aggregate Exercise Price as aforesaidset forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date the Notice of Exercise Form, this Warrant and such certificate or certificates the aggregate Exercise Price is delivered to the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after seventh Trading Day following the date of exerciseWarrant Share Delivery Date, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise by the seventh Trading Day after the Warrant Share Delivery Date, and if after such day the Holder is required by its broker to purchase in a bona fide open market transaction shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including customary brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue, times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases in a Buy-In shares of Common Stock having a total purchase price of $11,000 to cover the sale of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the The purchase rights represented by this Warrant may be made at any time are exercisable by the Holder, in whole or times on or after in part, during the Initial Exercise Date and on or before the Termination Date Period by the surrender of this Warrant Warrant, with the form of Subscription Agreement attached hereto as Annex A duly completed and executed by the Notice Holder, to the Company at its principal executive office, accompanied by payment in cash, in lawful money of Exercise Form annexed hereto duly executedthe United States of America, at including by certified or official bank check made payable to the office order of the Company (or by wire transfer of immediately available funds to an account designated by the Company, of an amount equal to the Exercise Price multiplied by the number of shares of Common Stock being purchased pursuant to such other office or agency exercise of the Warrant. (b) This Warrant may be exercised for less than the full number of shares of Common Stock first shown above, provided that this Warrant may not be exercised in part for less than a whole number of shares of Common Stock. Upon any such partial exercise, the Company as it may designate by notice in writing at its expense will forthwith issue to the registered Holder at a new Warrant or Warrants of like tenor exercisable for the address number of shares of Common Stock as to which rights have not been exercised (subject to adjustment as herein provided), such Holder appearing on Warrant or Warrants to be issued in the books name of the Company). Upon Holder or its nominee. (c) As soon as practicable after the exercise of this Warrant and payment of the Exercise Price Price, and in any event within 20 business days thereafter, the Company, at its expense, will cause to be issued in the name of and delivered to the Holder a certificate or certificates for the number of duly authorized, validly issued, fully paid and non-assessable shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, of Common Stock to which the Holder shall be entitled upon such exercise, plus, in lieu of any fractional share to receive a certificate for which the number of Warrant Shares Holder would otherwise be entitled, cash in an amount determined in accordance with Section 3(d) hereof. The Company agrees that the shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered deemed to be issued to the Holder within five (5) as the record owner of such shares as of the close of business days after on the date on which this Warrant shall have been exercised surrendered and payment made for such shares as aforesaid. This . (d) Prior to the exercise of this Warrant, the Holder shall not be entitled to any rights of a stockholder of the Company with respect to shares for which this Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issuedexercisable, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposesincluding, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holderwithout limitation, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such vote, to receive dividends or other distributions or to exercise by written any preemptive rights, and shall not be entitled to receive any notice to of any proceedings of the Company. (be) If this Warrant shall have been exercised in part, In the event that the Company shallproposes to engage in a Change in Control, at it shall give the time Holder written of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. its intention not less than ten (c10) This Warrant may also be exercised, in whole or in part, at any time days prior to the Termination Date, by means date of a “cashless exercise” in the proposed closing of such transaction. The notice shall describe the material terms and conditions upon which the Holder shall be entitled Company proposes to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of consummate such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warranttransaction.

Exercise of Warrant. (a) Except as otherwise provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaidpromptly thereafter. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 4 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) an exercise by the fifth business day tenth Trading Day after the date of exercise, and if after such tenth Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in cash to the Holder will the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder’s right to rescind such exercise by written notice pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankbank or by means of a cashless exercise pursuant to Section 3(d), the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business trading days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business trading day after the date of exercise, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise by the fifth trading day after the date of exercise and the Holder has not rescinded such exercise pursuant to this Section 3(a), and if after such fifth trading day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercisedThe Company shall not effect any exercise of this Warrant, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which and the Holder shall be entitled not have the right to receive a certificate for exercise any portion of this Warrant, pursuant to Section 3(a) or otherwise, to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 9.99% of the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price shares of the WarrantsCommon Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, as adjusted; and (X) = the number of Warrant Shares shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the Warrants determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the terms of 1934 Act. To the extent that the limitation contained in this Warrant.Section

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and on or before the close of business on the Termination Date Date, or such earlier date on which this Warrant may terminate as provided elsewhere in this Warrant, by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, The exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bankbank or by means of a cashless exercise pursuant to Section 3(c), the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business trading days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes taxes, if any, required to be paid by the Holder, if any, Holder pursuant to Section 5 prior to the issuance of such shares, have been paidpaid upon the effective date of an exercise pursuant to Section 5, including, but not limited to, a cashless exercise pursuant to Section 3(c). If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the close of business on the fifth business trading day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Companyexercise. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, exercised at any and after such time prior to the Termination Date, by means of a “"cashless exercise” " in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price VWAP (as hereinafter defined) on the trading day preceding the date of such election; (B) = the Exercise Price of the these Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided The Holder may exercise this Warrant according to the terms and conditions set forth herein by delivering to the Company, at the address set forth in Section 4 herein9 prior to 5:00 p.m., exercise Eastern Time, on the Expiration Date (i) this Warrant, (ii) the Subscription Form attached hereto as Exhibit A (the “Subscription Form”) (having then been duly executed by the Holder), (iii) cash, a certified check or a bank draft in payment of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executedprice, at the office in lawful money of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankof America, the Holder shall be entitled to receive a certificate for the number of Warrant Shares specified in the Subscription Form. (b) This Warrant may be exercised in whole or in part so purchasedlong as any exercise in part hereof would not involve the issuance of fractional Warrant Shares. Certificates If exercised in part, the Company shall deliver to the Holder a new Warrant, identical in form to this Warrant, in the name of the Holder, evidencing the right to purchase the number of Warrant Shares as to which this Warrant has not been exercised, which new Warrant shall be signed by the Chairman, Chief Executive Officer or President of the Company. The term Warrant as used herein shall include any subsequent Warrant issued as provided herein. (c) No fractional Warrant Shares or scrip representing fractional Warrant Shares shall be issued upon the exercise of this Warrant. In lieu of such fractional Warrant Shares, the Company shall pay cash in an amount equal to the Exercise Price multiplied by the applicable fraction. (d) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for Warrant Shares purchased hereunder so purchased, registered in the name of the Holder on the stock transfer books of the Company, shall be delivered to the Holder within five (5) business days a reasonable time after such rights shall have been so exercised. The person or entity in whose name any certificate for Warrant Shares is issued upon exercise of the date on which rights represented by this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall for all purposes be deemed to have become a the holder of record of such Warrant Shares for all purposes, as immediately prior to the close of business on the date on which the Warrant has been exercised by was surrendered and payment to the Company of the Exercise Price and all any applicable taxes required to be paid by the Holderwas made, if any, pursuant to Section 5 prior to the issuance irrespective of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Sharessuch certificate, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrantexcept that, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding if the date of such election; (B) = surrender and payment is a date when the Exercise Price stock transfer books of the WarrantsCompany are closed, such person shall be deemed to have become the holder of such shares at the opening of business on the next succeeding date on which the Company’s stock transfer books are open. Except as adjusted; and (X) = provided in Section 4 hereof, the number Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of Warrant Shares issuable upon on exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 hereinSubject to the terms and conditions hereof, exercise of the purchase rights represented by this Warrant Warrants may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time on any Business Day on or after the opening of business on the Warrant Date and prior to 11:59 P.M. New York Time on the Termination Date, Expiration Date by means (i) delivery of a written notice, in the form attached as Exhibit A hereto (the “cashless exercise” Exercise Notice”), of such holder’s election to exercise his Warrants, which notice shall specify the number of Warrant Units to be purchased and, (ii) payment to the Partnership of an amount equal to the Warrant Exercise Price multiplied by the number of Warrant Units as to which his Warrant is being exercised (the “Aggregate Exercise Price”) by wire transfer of immediately available funds (or by check if the Partnership has not provided the holder with wire transfer instructions for such payment). In the event of any exercise of the rights represented by the Warrant in compliance with this Section 2(a), the Partnership shall on the second (2nd) Business Day (the “Warrant Unit Delivery Date”) following the date of its receipt of the later of the Exercise Notice and the Aggregate Exercise Price (the “Exercise Delivery Documents”), issue the Warrant Units to which the Holder shall be entitled by registering such Warrant Units in the name of the Holder or its designee upon the books and records of the Partnership, the number of Common Units to receive which the Holder shall be entitled. Upon the later of the date of delivery of (x) the Exercise Notice and (y) the Aggregate Exercise Price referred to in clause (ii) above, a certificate Holder of Warrants shall be deemed for all purposes to have become the Holder of record of the Warrant Units with respect to which his Warrant has been exercised (the date thereof being referred to as the “Deemed Issuance Date”), irrespective of the date of delivery of the Warrant Units. In the case of a dispute as to the determination of the Warrant Exercise Price, or the arithmetic calculation of the number of Warrant Shares equal Units, the Partnership shall promptly issue to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = Holder the number of Warrant Shares issuable Units that is not disputed and shall submit the disputed determinations or arithmetic calculations to the Holder via facsimile within two (2) Business Days of receipt of the Holder’s Exercise Notice. If the Holder and the Partnership are unable to agree upon the determination of the Warrant Exercise Price, or arithmetic calculation of the number of Warrant Units within one (1) Business Day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Partnership shall promptly submit via facsimile (i) the disputed determination of the Warrant Exercise Price to an independent, reputable investment banking firm agreed to by the Partnership and the Holder of the Warrant or (ii) the disputed arithmetic calculation of the number of Warrant Units to its independent, outside public accountant. The Partnership shall direct the investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and notify the Partnership and the Holder of the results no later than two (2) Business Days after the date it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive absent demonstrable error. (b) If this Warrant is submitted for exercise, as may be required by Section 2(d), and unless the rights represented by this Warrant shall have expired or shall have been fully exercised, the Partnership shall, as soon as practicable and in no event later than four (4) Business Days after receipt of this Warrant (the “Warrant Delivery Date”) and at its own expense, issue a new Warrant identical in all respects to this Warrant except it shall represent rights to purchase the number of Warrant Units purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Units with respect to which such Warrant is exercised. (c) No fractional Common Units are to be issued upon the exercise of this Warrant, but rather the number of Common Units issued upon exercise of this Warrant shall be rounded up or down to the Warrants in accordance nearest whole number (with the terms of this Warrant0.5 rounded up).

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankbank or by means of a cashless exercise pursuant to Section 3(d), the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day Trading Day after the date of exercise, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise by the fifth Trading Day after the date of exercise and the Holder has not rescinded such exercise pursuant to this Section 3(a), and if after such fifth Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This The Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 3(a) or otherwise, to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. To the extent that the limitation contained in this Section 3(c) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of such ▇▇▇▇▇▇, and the submission of a Notice of Exercise shall be deemed to be such Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 3(c), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 3(c) may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and the provisions of this Section 3(c) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). (d) If at any time after one year from the date of issuance of this Warrant there is no effective Registration Statement registering the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, exercised at any such time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price Closing Price on the trading day Trading Day immediately preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants this Warrant in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Each certificate representing Warrant may also Shares shall bear a legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR STATE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD OR TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL, ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER. The foregoing legend shall be exercised, in whole or in partremoved from the certificates representing the Warrant Shares, at any the request of the Holder, at such time prior as they become eligible for resale pursuant to Rule 144(k) under the Termination Date, by means of a “cashless exercise” in which Securities Act or at such time as the Holder shall be entitled have obtained an opinion of counsel, reasonably acceptable to receive a certificate for the number of Company, to the effect that the Warrant Shares equal proposed to the quotient obtained by dividing [(A-B) (X)] by (A)be disposed of may lawfully be so disposed of without registration, where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrantqualification or legend.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase The rights represented by this Warrant may be made exercised in whole or in part at any time or times on or after during the Initial Exercise Date and on or before the Termination Date Period, by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office delivery of the following to the Company at its address set forth above (or at such other office or agency of the Company address as it may designate by notice in writing to the registered Holder at Holder): (a) An executed Notice of Exercise in the address of such Holder appearing on the books of the Company). Upon payment form attached hereto; (b) Payment of the Exercise Price of the shares thereby purchased in cash or by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchasedcheck; and (c) This Warrant. Certificates for Warrant Shares shares purchased hereunder shall be delivered transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) 1. system if the Company is a participant in such system (and so long as the legend may be removed in accordance with Section 4.10 of the Purchase Agreement), and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within five (5) business days after 5 Trading Days from the date on which delivery to the Company of the Notice of Exercise Form, surrender of this Warrant shall have been exercised and payment of the aggregate Exercise Price as aforesaidset forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised and such certificate or certificates on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paidPrice. If the Company fails to deliver to the Holder a The person in whose name any certificate or certificates representing for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant Shares pursuant to this Section 3(a) by was surrendered and payment of the fifth business day after Exercise Price was made, irrespective of the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the such certificate or certificates representing Warrant Sharescertificates, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrantexcept that, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding if the date of such election; (B) = surrender and payment is a date when the Exercise Price stock transfer books of the WarrantsCompany are closed, as adjusted; and (X) = such person shall be deemed to have become the number holder of Warrant Shares issuable upon exercise such shares at the close of business on the Warrants in accordance with next succeeding date on which the terms of this Warrantstock transfer books are open.

Exercise of Warrant. (a) Except as provided The exercise price per share of this Warrant shall be Twenty Dollars ($20.00) (The “Warrant Exercise Price”). These Warrants may not be transferred or assigned, in Section 4 hereinwhole or in part, exercise without the express written consent of the purchase rights represented by Company and only in accordance with the terms of this Warrant may be made at any Warrant. (b) From time or times on or to time after the Initial Exercise Date date hereof and until 5:00 p.m., Dallas, Texas time, on the Expiration Date, Holder may exercise this Warrant, on any business day, for all or before any part (but not as to fractional shares) of the Termination Date number of shares of Preferred Stock purchasable hereunder by the completion of the subscription form attached hereto and by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, (properly endorsed) at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such the Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Warrant Exercise Price and all taxes required to be paid in cash or by certified or official bank check, for each share being purchased. In the Holderevent of any exercise of the rights represented by this Warrant, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing for the Warrant Shares pursuant to this Section 3(a) shares so purchased, registered in the name of the Holder, or its nominee or other party designated in the purchase form by the fifth business day Holder hereof, shall be delivered to the Holder as soon as is reasonably practicable after the date of exercise, then in which the Holder will have the right to rescind such exercise rights represented by written notice to the Company. (b) If this Warrant shall have been so exercised; and, unless this Warrant has expired or has been exercised in partfull, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant Shares equal shall not then have been exercised shall also be issued to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = Holder within such time. The person in whose name any certificate for shares is issued upon exercise of this Warrant shall for all purposes be deemed to have become the closing bid price Holder of record of such shares on the trading day preceding date on which this Warrant was surrendered and payment of the Warrant Exercise Price, except that, if the date of such election; (B) = surrender and payment is a date on which the Exercise Price stock transfer books of the WarrantsCompany are closed, as adjusted; and (X) = such person shall be deemed to have become the number Holder of Warrant Shares issuable upon exercise such shares at the close of business on the Warrants in accordance with next succeeding date on which the terms of this Warrantstock transfer books are open.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Issuance Date hereof and before the close of business on or before the Termination Date hereof. Exercise of this Warrant or any part hereof shall be effected by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five (5) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This If there is no registration statement in effect which would permit the free resale of the Warrant may also be exercised, in whole or in partShares by the Holder, at any time prior to which is ninety (90) days after the Termination Datedate of this Warrant, then this Warrant shall also be exercisable by means of a “"cashless exercise” " in which the Holder holder shall be entitled to receive a certificate for the number of Warrant Shares shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid volume weighted average price per share of Common Stock on the trading day Trading Day preceding the date of such electionelection on the Nasdaq Stock Market, or if the Common Stock is not traded on the Nasdaq Stock Market, then the Principal Market in terms of volume, and converted into US Dollars; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, so long as there is a public trading market for the Company’s Common Stock, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase The rights represented by this Warrant may be made exercised by the Holder, in whole or in part (but not as to fractional shares) at any time or times on or after from time to time during the Initial Exercise Date Period by the completion of the purchase form attached hereto and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, (properly endorsed) at the office of the Company (or such other office or agency of the Company Corporation as it may designate by notice in writing to the registered Holder hereof at the address of such the Holder appearing on the books of the Company). Upon Corporation, and by payment to the Corporation of the Exercise Warrant Price in cash or by certified or official bank check, for each share being purchased. (In addition, see Section 2 below for net issuance provisions.) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares thereby purchased of Common Stock so purchased, registered in the name of the Holder, or its nominee or other party designated in the purchase form by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder hereof, shall be delivered to the Holder within five thirty (530) business days after the date on in which the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired or has been exercised as aforesaid. This in full, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have been exercised become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Warrant Price, except that, if the date of such certificate or certificates shall be deemed to have been issuedsurrender and payment is a date on which the stock transfer books of the Corporation are closed, and Holder or any other such person so designated to be named therein shall be deemed to have become a the holder of record such shares at the close of business on the next succeeding date on which the stock transfer books are open. No fractional shares shall be issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the Common Stock issued upon such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paidexercise. If any fractional interest in a share of Common Stock would, except for the Company fails to deliver provision of this Section 1, be delivered upon such exercise, the Corporation, in lieu of delivery of a fractional share thereof, shall pay to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised an amount in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares cash equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid current market price on the trading day preceding the date of such election; (B) = fractional share as determined in good faith by the Exercise Price Board of Directors of the Warrants, as adjusted; and Corporation (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant"Board").

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Issuance Date hereof, and before the close of business on or before the Termination Date hereof. Exercise of this Warrant or any part hereof shall be effected by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This . If a registration statement permitting the resale of the Shares issuable upon exercise of this Warrant is not then effective, this Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, exercised by means of a “"cashless exercise” " in which the Holder holder shall be entitled to receive a certificate for the number of Warrant Shares shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price average of the high and low trading prices per share of Common Stock on the trading day Trading Day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the surrender Company of this Warrant and a duly executed facsimile copy of the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ; provided, however, within 5 Trading Days of the date said Notice of Exercise is delivered to the Company, the Holder shall have surrendered this Warrant to the Company and the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days after 3 Trading Days from the date on which delivery to the Company of the Notice of Exercise Form, surrender of this Warrant shall have been exercised and payment of the aggregate Exercise Price as aforesaidset forth above ("Warrant Share Delivery Date"). This Warrant shall be deemed to have been exercised and such certificate or certificates on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exerciseWarrant Share Delivery Date, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise by the Warrant Share Delivery Date, and if after such day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This The Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 3(a) or otherwise, to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holder's affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by Holder that the Company is not representing to Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3(c) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of such H▇▇▇▇▇, and the submission of a Notice of Exercise shall be deemed to be such Holder's determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 3(c), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Form 10-QSB or Form 10-KSB, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company's Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. (d) If at any time after one year from the date of issuance of this Warrant there is no effective Registration Statement registering the resale of the Warrant Shares by the Holder at such time, this Warrant may also be exercised, in whole or in part, exercised at any such time prior to the Termination Date, by means of a “"cashless exercise” " in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: : (A) = the closing bid price VWAP on the trading day Trading Day immediately preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may shall also be exercised, in whole or in part, at any time prior to the Termination Date, exercisable by means of a “"cashless exercise” " in which the Holder holder shall be entitled to receive a certificate for the number of Warrant Shares shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price average of the high and low trading prices per share of Common Stock on the trading day Trading Day preceding the date of such electionelection on the Nasdaq Stock Market, or if the Common Stock is not traded on the Nasdaq Stock Market, then the Principal Market in terms of volume, and converted into US Dollars; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant. (d) Notwithstanding anything herein to the contrary, in no event shall the holder be permitted to exercise this Warrant for shares of Common Stock to the extent that (x) the number of shares of Common Stock owned by such Holder (other than shares of Common Stock issuable upon exercise of this Warrant) plus (y) the number of shares of Common Stock issuable upon exercise of this Warrant, would be equal to or exceed 9.9% of the number of shares of Common Stock then issued and outstanding, including shares issuable upon exercise of this Warrant held by such holder after application of this Section 3(d). As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act. To the extent that the limitation contained in this Section 3(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of such holder, and the submission of a Notice of Exercise shall be deemed to be such holder's determination of whether this Warrant is exercisable (in relation to other securities owned by such holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. Nothing contained herein shall be deemed to restrict the right of a holder to exercise this Warrant into shares of Common Stock at such time as such exercise will not violate the provisions of this Section 3(d). The provisions of this Section 3(d) may be waived by the Holder of this Warrant upon, at the election of the Holder, with 61 days' prior notice to the Company, and the provisions of this Section 3(d) shall continue to apply until such 61st day (or such later date as may be specified in such notice of waiver). No exercise of this Warrant in violation of this Section 3(d) but otherwise in accordance with this Warrant shall affect the status of the Common Stock issued upon such exercise as validly issued, fully-paid and nonassessable.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder Holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This If no registration statement is effective permitting the resale of the shares of Common Stock issued upon exercise of this Warrant may also be exercised, in whole or in part, at any time prior to commencing one year after the Termination Dateissuance date hereof, then this Warrant shall also be exercisable by means of a “"cashless exercise” " in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price average of the high and low trading prices per share of Common Stock on the trading day Trading Day preceding the date of such electionelection on the Nasdaq Stock Market, or if the Common Stock is not traded on the Nasdaq Stock Market, then the Principal Market in terms of volume, and converted into US Dollars; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except The Holder may exercise this Warrant according to its terms by surrendering this Warrant to the Company at the address set forth in Section 11, together with the form of exercise attached hereto duly executed by the Holder, accompanied by cash, certified check or bank draft in payment of the Warrant Price, in lawful money of the United States of America, for the number of shares of the Warrant Stock specified in such form of exercise, or as otherwise provided in this Warrant, prior to 5:30 p.m., Pacific Time, on ___________, 2014 (the “Expiration Date”). (b) This Warrant may be exercised in whole or in part so long as any exercise in part hereof would not involve the issuance of fractional shares of Warrant Stock. If exercised in part, the Company shall deliver to the Holder a new Warrant, identical in form, in the name of the Holder, evidencing the right to purchase the number of shares of Warrant Stock as to which this Warrant has not been exercised, which new Warrant shall be signed by the Chairman, Chief Executive Officer, President or any Vice President of the Company. The term Warrant as used herein shall include any subsequent Warrant issued as provided herein. (c) No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. The Company shall pay cash in Section 4 herein, lieu of fractions with respect to the Warrants based upon the fair market value of such fractional shares of Common Stock (which shall be the closing price of such shares on the exchange or market on which the Common Stock is then traded) at the time of exercise of this Warrant. (d) In the event of any exercise of the purchase rights represented by this Warrant, a certificate or certificates for the Warrant may be made at any time or times on or after Stock so purchased, registered in the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office name of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankHolder, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) a reasonable time after such rights shall have been so exercised. The person or entity in whose name any certificate for the Warrant Stock is issued upon exercise of the rights represented by this Warrant shall for all purposes be deemed to have become the holder of record of such shares immediately prior to the close of business days after on the date on which this the Warrant shall have been exercised as aforesaid. This was surrendered and payment of the Warrant shall be deemed to have been exercised Price and any applicable taxes was made, irrespective of the date of delivery of such certificate or certificates shall be deemed to have been issuedcertificate, except that, if the date of such surrender and Holder or any other payment is a date when the stock transfer books of the Company are closed, such person so designated to be named therein shall be deemed to have become a the holder of record such shares at the opening of such Warrant Shares for business on the next succeeding date on which the stock transfer books are open. The Company shall pay any and all purposes, as documentary stamp or similar issue or transfer taxes payable in respect of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate issue or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights shares of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price Common Stock on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any issuance and delivery of shares of Warrant Stock to any Person other than the Holder or with respect to any income tax due by the Holder with respect to any shares of Warrant Stock. “Person” shall mean any natural person, corporation, division of a corporation, partnership, limited liability company, trust, joint venture, association, company, estate, unincorporated organization or government or any agency or political subdivision thereof.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bankbank or by means of a cashless exercise pursuant to Section 3(d), the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day Trading Day after the date of exercise, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise by the fifth Trading Day after the date of exercise and the Holder has not rescinded such exercise pursuant to this Section 3(a), and if after such fifth Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This The Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 3(a) or otherwise, to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holder's affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. To the extent that the limitation contained in this Section 3(c) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of such Holder, and the submission of a Notice of Exercise shall be deemed to be such Holder's determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 3(c), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company's Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 3(c) may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Company, and the provisions of this Section 3(c) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The provisions of this Section 3(c) shall not apply to a Holder who as of the Initial Exercise Date is the beneficial owner, directly or indirectly, of more than ten percent (10%) of the Company's Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. (d) If at any time after one year from the date of issuance of this Warrant there is no effective Registration Statement (as defined in the Registration Rights Agreement) registering the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, exercised at any such time prior to the Termination Date, by means of a “"cashless exercise” " in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price Closing Price on the trading day Trading Day immediately preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants this Warrant in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon , and upon payment of the Exercise Price of the shares Warrant Shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank or internationally recognized bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five seven (57) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been properly exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If such conditions by the Holder have been met, and --------- the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth close of ------------ business day on the 7th Trading Day after the date of exercisesuch conditions being met by the Holder, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to a proper exercise, and all conditions being met by the Holder, by the close of business on the 10th Trading Day after the date of exercise, and if after such 10th Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "BUY-IN"), then the ------ Company shall (1) pay in immediately available funds to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Warrant Shares so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $100 to cover a Buy-In with respect to an attempted exercise of Warrant Shares with an aggregate sale price giving rise to such purchase obligation of $80, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $20. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a ▇▇▇▇▇▇'s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing Warrant Shares as required pursuant to the terms hereof. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This The Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 3(a) or otherwise, to the extent that after giving effect to ------------ such issuance after exercise, the Holder (together with the Holder's Affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 4.9% of the number of shares of the Common Stock issued and outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(c), beneficial ownership ------------ shall be calculated in accordance with Section 13(d) of the Exchange Act. For ------------- purposes of this Section 3(c), in determining the number of outstanding shares ------------ of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company's transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within four Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Company Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 3(c) may be waived by ------------ the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Company, and the provisions of this Section 3(c) shall continue to ------------ apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The Holder is solely responsible for all calculations required in this Section 3(c). The Company shall have no ------------- liability for any issuances of Warrant Shares that exceed the 5% amount and the Company is entitled to rely on all calculations by the Holder and/or its agents. The Holder's exercise notice shall be deemed a representation of the Holder that the number of Warrant Shares to be acquired pursuant to such exercise notice shall be in compliance with the provisions of this Section 3(c). (d) If, but only if, at any time after one year from the date of issuance of this Warrant there is no effective Registration Statement registering the resale of the Warrant Shares by the Holder, this Warrant may also be exercised, in whole or in part, exercised at any such time prior to the Termination Date, by means of a “"cashless exercise” " in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price Closing Price on the trading day Trading Day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bankbank or by means of a cashless exercise pursuant to Section 3(d), the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day Trading Day after the date of exercise, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise by the fifth Trading Day after the date of exercise, and if after such fifth Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "BUY-IN"), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for Warrant Shares to the extent that (i) the number of shares of Common Stock beneficially owned by such Holder, together with any affiliate thereof (other than Warrant Shares issuable upon exercise of this Warrant) plus (ii) the number of Warrant Shares issuable upon exercise of this Warrant, would be equal to or exceed 4.9999% of the number of shares of Common Stock then issued and outstanding, including shares issuable upon exercise of this Warrant held by such Holder after application of this Section 3(c). As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder. To the extent that the limitation contained in this Section 3(c) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of such Holder, and the submission of a Notice of Exercise shall be deemed to be such Holder's determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. Nothing contained herein shall be deemed to restrict the right of a Holder to exercise this Warrant into Warrant Shares at such time as such exercise will not violate the provisions of this Section 3(c). The provisions of this Section 3(c) may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Company, and the provisions of this Section 3(c) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). No exercise of this Warrant in violation of this Section 3(c) but otherwise in accordance with this Warrant shall affect the status of the Warrant Shares as validly issued, fully-paid and nonassessable. (d) If at any time after one year from the date of issuance of this Warrant there is no effective Registration Statement registering the resale of the Warrant Shares by the Holder, this Warrant may also be exercised, in whole or in part, exercised at any such time prior to the Termination Date, by means of a “"cashless exercise” " in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price VWAP on the trading day Trading Day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section Sections 3(b), 3(c) or 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and before the close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. This Warrant may also be exercised in whole or in part by means of a "cashless exercise" by tendering this Warrant to the Company to receive a number of shares of Common Stock equal in Market Value to the difference between the Market Value of the shares of Common Stock issuable upon such exercise of this Warrant and the total cash exercise price of that part of the Warrant being exercised. "Market Value" for this purpose shall be the closing price of the Common Stock as reported by Bloomberg L.P. on the date of such cashless exercise. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder hereof within five three (53) business trading days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder the Holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to if the Holder has paid the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 3(b) of Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after before the Initial Exercise Date and close of business on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such Holder appearing on the books of the Company). Upon , and upon payment of the Exercise Price of the shares Warrant Shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the . The Holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of the Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, ; which new Warrant shall in all other respects respect be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the . The Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price is granted all of the Warrants, as adjusted; and (X) = rights to registration with the number of Warrant Shares issuable upon exercise Securities and Exchange Commission and qualification in the states of the Warrants Shares set forth in accordance with the terms of this WarrantAgreement.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Issuance Date hereof and before the close of business on or before the Termination Date hereof. Exercise of this Warrant or any part hereof shall be effected by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder holder hereof at the address of such Holder holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bank, the Holder holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder holder hereof within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise 8.1 Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon , and upon payment of the Exercise Price of the shares Warrant Shares (subject to Section 3(d) below), thereby purchased by wire transfer or cashier’s 's check drawn on a United States bankbank or by means of a cashless exercise pursuant and subject to Section 3(d) (if applicable), the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been properly exercised by receipt by the Company of the Notice to Exercise and payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If such conditions by the Holder have been met, and the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth close of business day on the third (3nd ) Trading Day after the date of exercisesuch conditions being met by the Holder, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to a proper exercise, by the Holder, by the close of business on the third (3nd) Trading Day after the date of exercise, and if after such third (3rd) Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "BUY-IN"), then the Company shall, upon receipt of a letter from the Holder's brokerage firm (or its clearing firm or similar organization) stating the amount of the Buy-In, (1) pay in immediately available funds to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Warrant Shares so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $100 to cover a Buy-In with respect to an attempted exercise of Warrant Shares with an aggregate sale price giving rise to such purchase obligation of $80, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $20. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing Warrant Shares as required pursuant to the terms hereof. (b) 8.2 If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised8.3 The Company shall not effect any exercise of this Warrant, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which and the Holder shall be entitled not have the right to receive a certificate for exercise any portion of this Warrant, pursuant to Section 3(a) or otherwise, to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holder's Affiliates), as set forth on the applicable Notice of Exercise, would beneficially own five 5% percent or greater of the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price shares of the WarrantsCommon Stock issued and outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, as adjusted; and (X) = the number of Warrant Shares shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the Warrants determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the terms Exchange Act. For purposes of this Warrant.Section 3(c), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Form 10-QSB or Form 10-KSB, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company's transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within three (3) Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankbank or by means of a cashless exercise pursuant to Section 3(d), the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five three (53) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the close of business on the date the Warrant has been exercised by delivery of the Notice of Exercise Form and payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day third Trading Day after the date of exercise, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise by the third Trading Day after the date of exercise, and if after such third Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder; provided, however, that if the Holder exercises its option to have the relevant portion of the Warrant reinstated, it shall deliver to the Company any certificate representing such Warrant Shares if such certificate is ultimately delivered to the Holder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for Warrant Shares to the extent that (i) the number of shares of Common Stock beneficially owned by such Holder, together with any affiliate thereof (other than Warrant Shares issuable upon exercise of this Warrant) plus (ii) the number of Warrant Shares issuable upon exercise of this Warrant, would be equal to or exceed 4.9999% of the number of shares of Common Stock then issued and outstanding, including shares issuable upon exercise of this Warrant held by such Holder after application of this Section 3(c). As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder. To the extent that the limitation contained in this Section 3(c) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of such ▇▇▇▇▇▇, and the submission of a Notice of Exercise shall be deemed to be such Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. Nothing contained herein shall be deemed to restrict the right of a Holder to exercise this Warrant into Warrant Shares at such time as such exercise will not violate the provisions of this Section 3(c). The provisions of this Section 3(c) may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and the provisions of this Section 3(c) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). No exercise of this Warrant in violation of this Section 3(c) but otherwise in accordance with this Warrant shall affect the status of the Warrant Shares as validly issued, fully-paid and nonassessable. (d) If at any time after one year from the date of issuance of this Warrant there is no effective Registration Statement registering the resale of the Warrant Shares by the Holder, this Warrant may also be exercised, in whole or in part, exercised at any such time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price VWAP on the trading day Trading Day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date Date, and on or before the Termination Date Date, or such earlier date on which this Warrant may terminate as provided elsewhere in this Warrant, by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, executed at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bankin the manner provided for herein. Upon such exercise, the Holder shall be entitled to receive a certificate for the number of Warrant Shares shares of Common Stock so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to exercised, provided such date is a day on which the Company of NYSE is conducting business, and if not, on the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paidnext succeeding business day. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares remaining shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bankbank or by means of a cashless exercise, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares shares purchased hereunder shall be delivered to the Holder within five seven (57) business days Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day seventh Trading Day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice exercise. In addition to any other rights available to the Company. (b) If this Warrant shall have been exercised in partHolder, if the Company shall, at fails to deliver to the time of delivery of the Holder a certificate or certificates representing the Warrant SharesShares pursuant to an exercise by the seventh Trading Day after the date of exercise, deliver to and if after such seventh Trading Day the Holder a new Warrant evidencing the rights of Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the unpurchased Holder of the Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall be entitled (1) pay in cash to receive a certificate the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares equal that the Company was required to deliver to the quotient obtained by dividing [Holder in connection with the exercise at issue times (A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the WarrantsCommon Stock at the time of the obligation giving rise to such purchase obligation, as adjusted; and and (X2) = at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares issuable for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with a market price on the date of exercise totaled $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrants in accordance with Warrant as required pursuant to the terms hereof. Notwithstanding anything to the contrary herein, in the event a Holder is entitled to collect liquidated damages hereunder and liquidated damages pursuant to Section 4.1(a) of this Warrantthe Purchase Agreement, the Holder shall be limited to collect, at its option, of such remedies, only one such remedy on any given occasion.

Exercise of Warrant. (a) Except The Holder is entitled to purchase from the Company up to _______________ shares of common stock, par value $0.001 per share of the Company (the “Common Stock”), and in the event that there shall not be sufficient authorized shares of Common Stock, the holder may purchase one on thousandth (1/1000) of a share of Series B Preferred Stock for every deficient authorized share of Common Stock, as provided such number and ratio may be adjusted in accordance with the provisions set forth in the Certificate of designation of the Series B Preferred Stock. The shares purchased shall be referred to as the Warrant Shares. (b) The purchase price due any payable upon the purchase of each share of Common Stock (or 1/1000 share of Preferred Stock, as the case may be) shall be $[____]; such purchase price for the shares of Series B Preferred Stock shall be adjusted in accordance with any adjustments to the number of shares of Series B Preferred Shares issuable pursuant to Section 4 herein, exercise 1(b) above. The purchase price shall be referred to as the Exercise Price. (c) Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon , and upon payment of the Exercise Price of the shares Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank, the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares purchased hereunder shall be delivered to the Holder within five (5) business days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth business day after the date of exercise, then the Holder will have the right to rescind such exercise by written notice to the Company. (bd) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) This Warrant may also be exercised, in whole or in part, at any time prior to the Termination Date, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price on the trading day preceding the date of such election; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

Exercise of Warrant. (a) Except as provided in Section 4 herein, exercise Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company). Upon ) and upon payment of the Exercise Price of the shares Warrant Shares thereby purchased by wire transfer or cashier’s 's check drawn on a United States bankbank or by means of a cashless exercise pursuant to Section 3(d), the Holder shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for Warrant Shares ▇▇▇▇▇▇ purchased hereunder shall be delivered to the Holder within five three (53) business days Business Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date this Warrant shall have been surrendered, the Warrant has been exercised by payment to the Company Notice of Exercise Form delivered and the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of for such shares, Warrant Shares shall have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the fifth close of business day on the third Business Day after the date of exercise, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise by the close of business on the third Business Day after the date of exercise, and if after such third Business Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. (b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. (c) The Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 3(a) or otherwise, to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holder's Affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the preceding sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination in such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Warrants) to the extent exercise or conversion of securities referenced in (A) or (B) is limited by the preceding sentence or subject to a limitation on conversion or exercise analogous to the limitation contained in the preceding sentence beneficially owned by the Holder or any of its Affiliates. Except as set forth in the immediately preceding sentence, for purposes of this Section 3(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 3(c), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company's Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Company Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. (d) This Warrant may also be exercised, in whole or in part, exercised at any time prior to the Termination Date, by means of a “"cashless exercise” " in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing bid price Closing Price on the trading day Trading Day preceding the date of such electionexercise; (B) = the Exercise Price of the Warrants, as adjusted; and (X) = the number of Warrant Shares issuable upon shares of Common Stock in respect of which the Holder elects to exercise of the Warrants in accordance with the terms of this Warrant.