Common use of Exercise of Warrants Clause in Contracts

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the The Warrants evidenced hereby may be exercised, exercised in whole or in part, by the Holder hereof at any time or from time to time, on or after during the date hereof Exercise Period, by (i) presentation and prior to the Expiration Date upon delivery surrender to the Company at its address set forth in Section 10 of this Warrant Certificate with the principal executive office Election To Exercise, attached hereto as Exhibit A, duly completed and executed, and (ii) payment of the Company in the United States of AmericaExercise Price, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying for the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the followingeither: (i1) cash; bank draft or cashiers check, or (ii2) certified or official bank check payable provided that the Company receives at least 5 days prior notice and subject to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant CertificatesSection 1(d), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder Company of such certificate(s) representing a number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Preferred Stock having a value (as defined by the next sentence) an aggregate Preferred Value equal to the aggregate Exercise Price to be paid, that are either held by for the Holder or are acquired number of Warrants being exercised. If the aggregate Preferred Value of the Preferred Stock delivered in connection with such exercise, and without payment of the aggregate Exercise Price exceeds (because of fractional shares) the aggregate Exercise Price for the number of Warrants being exercised; then (subject to Section 1(d)) the Company will promptly pay to the holder of the Warrants in cash. Any cash such excess amount; provided that such excess amount shall in no event be more than the Preferred Value of one share of Common Stock delivered as payment for Preferred Stock. If the Exercise Price holder of this Warrant Certificate at any time exercises less than all the Warrants, the Company shall issue to such a holder a warrant certificate identical in connection with an In-Kind Exercise (as defined below) shall be deemed form to have this Warrant Certificate, but evidencing a value number of Warrants equal to the Market Price number of one Share Warrants originally represented by this Warrant Certificate less the number of Common Stock on Warrants previously exercised. Likewise, upon the Business Day which immediately precedes presentation and surrender of this Warrant Certificate to the day of exercise Company at its address set forth in Section 10 and at the request of the Warrants. An exercise holder, the Company will, without expense, at the option of a the holder, issue to the holder in substitution for this Warrant Certificate one or more warrant certificates in accordance with clause (iii) is herein referred identical form and for an aggregate number of Warrants equal to as a "Cashless Exercise" and an exercise the number of a Warrants evidenced by this Warrant in accordance with clause (iv) is herein referred to as an "In-Kind ExerciseCertificate." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicableTo the extent that the Warrants have not been exercised at or prior to the Expiration Date, such Warrants shall expire and in any event within five (5) Business Days after receipt the rights of the holder shall become void and of no effect. (c) Upon surrender of this Warrant Exercise DocumentationCertificate in conformity with the foregoing provisions, the Company shall deliver or cause transfer to be delivered (A) certificates representing the number holder of validly issued, fully paid and nonassessable this Warrant Certificate appropriate evidence of ownership of the shares of Common Stock specified or other securities or property (including any money) to which the holder is entitled, registered or otherwise placed in, or payable to the order of, the name or names of the holder or such transferee as may be directed in writing by the Warrant Exercise Documentationholder, and shall deliver such evidence of ownership and any other securities or property (Bincluding any money) if applicableto the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with payment of the Exercise Price with shares of Preferred Stock, the Company may require that at the time of such exercise it receive representations and warranties from the applicable holder of the Warrants regarding such holder's title to the Preferred Stock and the lack of encumbrances thereon. If the Company is unable to consummate an exercise of Warrants through payment of the Exercise Price with shares of Preferred Stock because of any limitations contained or construed in the Delaware General Corporation Law, the Company shall use its best efforts to take all such action as may be necessary to place the Company in a position to do so. In the event the Company, after the taking of any action by it as contemplated above, is unable to consummate such exercise, the Company shall accept such number of shares of Preferred Stock in payment as it shall then be authorized to do so under the Delaware General Corporation Law. (e) The Company shall not be required to issue a fractional share of Common Stock upon the exercise of Warrants. As to any Warrants evidenced herebyfraction of a share which the Warrant holder would otherwise be entitled to purchase upon such exercise, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall may pay a cash adjustment in respect of such fractional interest fraction in an amount equal to such fractional interest multiplied by the Market same fraction of the Price for one Share per share of Common Stock on the Business Day which immediately precedes the day date of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to Exercise of the last paragraph of purchase rights represented by this Section 1, the Warrants evidenced hereby Warrant may be exercisedmade, in whole or in part, by the Holder hereof at any time or from time to time, times on or after the date hereof Initial Exercise Date and prior to on or before the Expiration Termination Date upon by delivery to the Company at the principal executive (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 the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the United States form annexed hereto (the “Notice of America, Exercise”). Within the earlier of (Ai) this Warrant Certificate, two (B2) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 Trading Days and specifying (ii) the number of Warrants being exercised and Trading Days comprising the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise Standard Settlement Period (as defined below)in Section 2(d)(i) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of herein) following the date of exercise (if as aforesaid, the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to Holder shall deliver the aggregate Exercise Price to the Company for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be paidrequired, that are either held by nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall not be deemed required to have a value equal physically surrender this Warrant to the Market Price of one Share of Common Stock on Company until the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt Holder has purchased all of the Warrant Exercise DocumentationShares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company shall deliver or cause for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to be delivered (A) certificates representing the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of validly issued, fully paid and nonassessable shares Warrant Shares available hereunder shall have the effect of Common Stock specified in lowering the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full outstanding number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such fractional interest multiplied by the Market Price for one Share purchases. The Company shall deliver any objection to any Notice of Common Stock on the Business Day which immediately precedes the day of exercise. If more than Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant shall be exercised by the holder thereof at the same timeShares hereunder, the number of full shares of Common Stock issuable on such exercise shall Warrant Shares available for purchase hereunder at any given time may be computed less than the amount stated on the basis face hereof. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise” and without limiting the total number of Warrants so exercisedliquidated damages provision in Section 2(d)(i) and the buy-in provision in Section 2(d)(iv), in no event will the Company be required to net cash settle a Warrant exercise.

Exercise of Warrants. (a) Subject During the Exercise Period, except as such may be suspended from time to the last paragraph time as set forth in Section 4.3, each Holder may exercise from time to time some or all of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery its Warrant Certificate(s) by: (i) surrendering to the Company at the principal executive office of the Company Warrant Agent such Warrant Certificate(s) with written notice (in the United States form attached to this Agreement) duly completed and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of Americathe Securities Exchange Act of 1934, as amended, and (ii) paying to the Warrant Agent for the account of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with Company the provisions of this Section 1 and specifying aggregate Exercise Price for the number of Warrant Shares in respect of which such Warrants being are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the Warrant Agent and the name or names in which the Holder wishes the certificate or certificates for shares tender of Common Stock to be issued and (C) payment of the aggregate Exercise Price for such Warrants, which is made. Payment of the aggregate Exercise Price shall be payable made (1) by any one or any combination wire transfer of immediately available funds to the Warrant Agent for the account of the following: Company, (i2) cash; (ii) by certified or official bank check or checks payable to the order of the Company; Company (iiiany such payments under subsections (1) or (2) shall be made in lawful money of the United States of America), or (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest one one-hundredth of a share, pursuant to the formula below. In the event that a Holder elects to make payment of the aggregate Exercise Price by surrender of the right to receive Warrant Shares as provided in subsection (which surrender shall be evidenced by cancellation 3) of the preceding sentence, the number of Warrants represented by any Warrant Certificate presented Shares issuable to such Holder shall be calculated as follows: X = Y(A-B) A Where: X = Y = A = B = the number of Warrant Shares to be issued to such Holder upon exercise (subject to Section 9); the total number of Warrant Shares purchasable pursuant to the Warrant being exercised (or, if such Warrant is being exercised only in connection with a Cashless Exercise (as defined belowpart, the number of Warrant Shares for which it is being exercised)) ; the Trading Price of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares share of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable determined as of the date of exercise; and the then-current Exercise Price. (b) In the event that less than all of the Warrants evidenced by a Warrant Certificate are exercised, the Holder thereof shall be entitled to receive a new Warrant Certificate or Certificates as specified by such Holder evidencing the remaining Warrant or Warrants, and the Warrant Agent is hereby irrevocably authorized by the Company to countersign, issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to Section 4.2 and Section 3 of this Agreement. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. (c) Upon the exercise (if of any Warrants in accordance with this Agreement, the Exercise Price were being paid Company shall cause the Warrant Agent, on the Company’s behalf, to issue and deliver with all reasonable dispatch, to or upon the written order of the Holder and in cash such name or certified names as the Holder may designate, a certificate or official bank check) reduced by that certificates for the number of shares full Warrant Shares issuable upon the exercise of Common Stock equal such Warrants and shall take or cause the Warrant Agent to take such other actions as are necessary to complete the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or Warrants (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paidincluding, that are either held by the Holder or are acquired in connection with such exercisewithout limitation, and without payment of the Exercise Price in cashany cash with respect to fractional interests required under Section 9). Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) The certificate or certificates representing such Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a value equal to the Market Price holder of one Share record of Common Stock on the Business Day which immediately precedes the day of exercise such Warrant Shares as of the Warrants. An date the Warrants are exercised. (d) Upon delivery of the Warrant Shares issuable upon exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" herewith and an exercise of a any required new Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise DocumentationCertificates, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in direct the Warrant Exercise Documentation, (B) if applicable, cash in lieu Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be disposed of any fraction of a share, as hereinafter provided, and (C) if less than by the full number of Warrants evidenced hereby are being exercised or used Warrant Agent in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for manner permitted by applicable laws and satisfactory to the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used Company in a Cashless Exercise. Such exercise shall be deemed accordance with its written instructions to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that Agent. The Warrant Agent shall account promptly to the Person entitled Company with respect to receive shares of Common Stock Warrants exercised and concurrently pay to the Company all amounts received by the Warrant Agent upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timeWarrants. (ce) The Company Warrant Agent shall pay all expenses incurred keep copies of this Agreement and any notices given or received pursuant to this Agreement available for inspection by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced herebyHolders during normal business hours at its office. The Company shall not be requiredshall, howeverat its sole expense, supply the Warrant Agent from time to pay any tax or other charge imposed in connection time with any transfer involved in the issue such numbers of any certificate for shares copies of Common Stock, this Agreement as the case Warrant Agent may be, in any name other than that of the registered holder of the Warrant evidenced herebyreasonably request. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph a. Exercise of this Section 1, the Warrants evidenced hereby may Warrant shall be exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date made upon delivery to the Company at the principal executive office of the Company in the United States of Americapursuant to Section 10, of (Ai) this Warrant Certificate, Warrant; (Bii) a written notice stating that such Holder elects to exercise duly completed and executed election notice, in the Warrants evidenced hereby in accordance with form attached hereto (the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued “Election Notice”) and (Ciii) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination Price. Payment of the following: Exercise Price may be made at the option of the Warrant Holder either (ia) in cash; (ii) , wire transfer or by certified or official bank check payable to the order of the Company; (iii) Company equal to Exercise Price per share in effect at the time of exercise multiplied by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by any the 1933 Act, as applicable. Any person so designated by the Warrant Certificate presented in connection with a Cashless Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (as defined below)the “Fair Market Value”) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, in return for the delivery Warrant Holder may elect to receive that number of Warrant Shares computed using the surrendering Holder of such following formula: X=Y (A-B) A Where X= the number of shares of Common Stock equal to be issued to the Warrant Holder Y= the number of shares of the Common Stock for which such Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is exercisable as being exercised, the portion of this Warrant being exercised (at the date of exercise (if the Exercise Price were being paid in cash or certified or official bank checksuch calculation) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate A= Fair Market Value B= Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal adjusted to the aggregate Exercise Price to be paiddate of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified Shares issued in a cashless exercise transaction in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise manner described above shall be deemed to have been made at acquired by the close of business Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date of delivery of the this Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such was originally issued. This cashless exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company provision shall not be required, however, available to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection Holder if there is an effective registration statement on file with the exercise of any SEC covering the shares underlying the Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of and such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercisedregistration statement stays effective.

Exercise of Warrants. (a) Subject to The purchase rights represented by this Warrant are exercisable by the last paragraph of this Section 1, the Warrants evidenced hereby may be exercisedHolder, in whole or in part, by the Holder hereof at any time time, or from time to time, on or after subsequent to the date hereof hereof, by the surrender of this Warrant and prior to the Expiration Date upon delivery to Notice of Exercise annexed hereto, all duly collected and executed on behalf of the Company Holder, at the principal executive office of the Company in Alsip, Illinois (or such other office or agency of the United States of America, of (A) this Warrant Certificate, (B) a written Company as it may designate by notice stating that such Holder elects in writing to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes at the certificate or certificates for shares address of Common Stock to be issued and (C) payment the Holder appearing on the books of the Company). Payment of the Exercise Price for such Warrants, which the Shares thereby purchased shall be payable made by any one or any combination of the following: (i) cash; (ii) , certified or official bank cashier's check or wire transfer payable to the order of the Company; (iii) by , at 10:00 a.m., Central Standard Time, on the day following surrender (which surrender of this Warrant and the Notice of Exercise, in an amount equal to the purchase price of the Shares thereby purchased. Thereupon, the Holder as the holder of this Warrant, shall be evidenced by cancellation of entitled to receive from the Company a stock certificate in proper form representing the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates)Shares so purchased, and without a new Warrant in substantially identical form and dated as of such exercise for the payment purchase of that number of Shares equal to the difference, if any, between the number of Shares subject hereto and the number of Shares as to which this Warrant is so exercised. The Holder has the right to conduct a cashless exercise of any part of the Exercise Price in cashWarrant, in return for whereby at exercise the delivery Company will deliver to the surrendering Holder of such a number of shares of Common Stock ("X") equal to the number of shares warrants exercised ("Y") times the closing price of the Common Stock for which such Warrant is exercisable as of on the date of exercise (if "A) minus the Exercise Price were being paid in cash or certified or official bank checkthen effective strike price of the Warrant ("B") reduced divided by that number the closing price of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day date of exercise of the Warrant; or (iv) "A"), as represented by the delivery of shares of the Common Stock having a value following formula: X = (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an InY(A-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.B))/A.

Exercise of Warrants. (a) Subject to Exercise of the last paragraph of purchase rights represented by this Section 1, the Warrants evidenced hereby Warrant may be exercisedmade, in whole or in part, by the Holder hereof at any time or from time to time, times on or after the date hereof Initial Exercise Date and prior to on or before the Expiration Termination Date upon by delivery to the Company at the principal executive (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 the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the United States form annexed hereto (the “Notice of America, Exercise”). Within the earlier of (Ai) this Warrant Certificate, three (B3) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 Trading Days and specifying (ii) the number of Warrants being exercised and Trading Days comprising the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise Standard Settlement Period (as defined below)in Section 2(d)(i) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of herein) following the date of exercise (if as aforesaid, the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (assuming no Cashless Exerciseor other type of guarantee or notarization) to of any Notice of Exercise be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal required. Notwithstanding anything herein to the aggregate Exercise Price to be paidcontrary, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall not be deemed required to have a value equal physically surrender this Warrant to the Market Price of one Share of Common Stock on Company until the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt Holder has purchased all of the Warrant Exercise DocumentationShares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company shall deliver or cause for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to be delivered (A) certificates representing the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of validly issued, fully paid and nonassessable shares Warrant Shares available hereunder shall have the effect of Common Stock specified in lowering the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full outstanding number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such fractional interest multiplied by the Market Price for one Share purchases. The Company shall deliver any objection to any Notice of Common Stock on the Business Day which immediately precedes the day of exercise. If more than Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant shall be exercised by the holder thereof at the same timeShares hereunder, the number of full shares of Common Stock issuable on such exercise shall Warrant Shares available for purchase hereunder at any given time may be computed less than the amount stated on the basis face hereof. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise” and without limiting the total number of Warrants so exercisedliquidated damages provision in Section 2(d)(i) and the buy-in provision in Section 2(d)(iv), in no event will the Company be required to net cash settle a Warrant exercise.

Exercise of Warrants. (a) Subject The Warrants shall be exercisable on the terms and according to the last paragraph procedures as set forth in the Warrant Certificate. Such terms and procedures set forth therein are incorporated herein by reference. In the event of a Holder electing to exercise a Warrant by Cashless Exercise, the Company shall calculate and promptly transmit written instructions to the Warrant Agent regarding, and the Warrant Agent shall have no obligation under this Section 15 to calculate, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment in accordance with such instructions or to investigate or confirm whether the Company’s determination of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to be issued on such exercise, pursuant to this Section 5, is accurate or correct. Such notification shall be made as promptly as practicable following (but in no event later than five Business Days following) receipt by the Company of such ▇▇▇▇▇▇’s Warrant Exercise Documentation. In the event of a Cashless Exercise, the Company shall provide the cost basis for shares to be issued pursuant to a Cashless Exercise prior to the transmittal of the number of Warrant Shares issuable in connection with the Cashless Exercise to the Warrant Agent. (b) In the event of a cash exercise, the Company hereby instructs the Warrant Agent to record the cost basis for newly issued shares (to the extent the Warrant Agent is required by applicable law to report such cost basis) as the sum of the Common Stock for which such Warrant is exercisable as of the date of exercise (if 1) the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any per share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of under the Warrant Exercise Documentation, plus (2) the Holder’s cost basis in the exercised Warrant which the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery request of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timeHolder, if necessary. (c) The Company Computershare shall pay forward all expenses incurred funds received by it under this Agreement that are to be distributed or applied by Computershare in the performance of the services hereunder (the “Funds”) by the 5th Business Day of the following month by wire transfer to an account designated by the Company. The Funds shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to this Agreement, Computershare may hold or invest the Funds through such accounts in: (a) funds backed by obligations of, or guaranteed by, the United States of America; (b) debt or commercial paper obligations rated A-1 or P-1 or better by S&P Global Inc. (“S&P”) or ▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”), respectively; (c) Government and Treasury backed AAA-rated Fixed NAV money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, as amended; or (d) short term certificates of deposit, bank repurchase agreements, and bank accounts with commercial banks with Tier 1 capital exceeding $1 billion, or with an investment grade rating by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). The Warrant Agent shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue such deposits or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced herebyinvestments. The Company Computershare shall not be required, however, obligated to pay such interest, dividends or earnings to the Company, any tax holder or any other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced herebyparty. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to Exercise of the last paragraph of purchase rights represented by this Section 1, the Warrants evidenced hereby Warrant may be exercisedmade, in whole or in part, by the Holder hereof at any time or from time to time, times on or after the date hereof Initial Exercise Date and prior to on or before the Expiration Termination Date upon by delivery to the Company at the principal executive (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 the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the United States form annexed hereto (the “Notice of America, Exercise”). Within the earlier of (Ai) this Warrant Certificate, two (B2) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 Trading Days and specifying (ii) the number of Warrants being exercised and Trading Days comprising the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise Standard Settlement Period (as defined below)in Section 2(d)(i) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of herein) following the date of exercise (if as aforesaid, the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to Holder shall deliver the aggregate Exercise Price to the Company for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be paidrequired, that are either held by nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall not be deemed required to have a value equal physically surrender this Warrant to the Market Price of one Share of Common Stock on Company until the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt Holder has purchased all of the Warrant Exercise DocumentationShares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company shall deliver or cause for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to be delivered (A) certificates representing the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of validly issued, fully paid and nonassessable shares Warrant Shares available hereunder shall have the effect of Common Stock specified in lowering the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full outstanding number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such fractional interest multiplied by the Market Price for one Share purchases. The Company shall deliver any objection to any Notice of Common Stock on the Business Day which immediately precedes the day of exercise. If more than Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant shall be exercised by the holder thereof at the same timeShares hereunder, the number of full shares of Common Stock issuable on such exercise shall Warrant Shares available for purchase hereunder at any given time may be computed less than the amount stated on the basis face hereof. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise” and without limiting the total number of Warrants so exercisedliquidated damages provision in Section 2(d)(i) and the buy-in provision in Section 2(d)(iv), in no event will the Company be required to net cash settle a Warrant exercise.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the The Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof initially are exercisable at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants(subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank cashier's check payable to the order of the Company; (iii) by PROVIDED, HOWEVER, that the surrender (which surrender Holder shall be evidenced by cancellation have the right, at his or its election, in lieu of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of delivering the Exercise Price in cash, to instruct the Company in return for the delivery form of subscription to retain, in payment of the surrendering Holder of such Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares of as to which the Common Stock for which such Warrant is exercisable then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price were being paid for the shares of Common Stock at the Company's principal offices (currently located at 5995 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇16), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in cash whole or certified in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or official bank check) reduced by that part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock equal to evidenced by such certificate or certificates from the quotient obtained by dividing (x) date on which the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, Warrant was surrendered and without payment of the Exercise Price in cash. Any share was made irrespective of Common Stock delivered as the date of delivery of such certificate, except that, if the date of such surrender and payment for is a date on which the Exercise Price in connection with an In-Kind Exercise (as defined below) stock transfer books of the Company are closed, such person shall be deemed to have a value equal to become the Market Price holder of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable such shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the next succeeding date of delivery of on which the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timestock transfer books are open. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, exercised by surrendering the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery Warrant Certificate evidencing such Warrants to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 Election to Purchase form attached to the Warrant Certificate duly completed and specifying executed by the number of Warrants being exercised and holder thereof or his attorney duly authorized in writing (the name or names "Exercise Notice"), accompanied by payment in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment full, as set forth below, of the Exercise Price for such Warrants, each share of Common Stock as to which Warrants are exercised. Such Exercise Price shall be payable paid in full by any one or any combination of the following: (i) cash; cash or a certified check or a wire transfer in same day funds in an amount equal to the then applicable Exercise Price multiplied by the number of Warrant Shares then being purchased, (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder Company of such that number of shares of Common Stock Stock, duly endorsed, having an aggregate Fair Market Value (as defined in Section 4.1(d)) equal to the then applicable Exercise Price multiplied by the number of shares Warrant Shares then being purchased or (iii) by any combination of (i) and (ii). In the alternative, the holder of a Warrant Certificate may exercise its right to purchase some or all of the Common Stock for which Warrant Shares subject to such Warrant is exercisable as Certificate, on a net basis, such that, without the exchange of the date any funds, such holder receives that number of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by Warrant Shares subscribed to pursuant to such Warrant Certificate less that number of shares of Common Stock equal to having an aggregate Fair Market Value at the quotient obtained by dividing (x) the aggregate Date of Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held would otherwise have been paid by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment holder for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed number of Warrant Shares subscribed to have a value equal pursuant to the Market Price such Warrant Certificate. A Warrant holder may exercise all or any number of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of whole Warrants represented by a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind ExerciseCertificate." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the A Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made exercised immediately prior to the close of business on the date of the due surrender for exercise of the Warrant Certificate and payment to the Company of the Exercise Price. Each Person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares at the close of business on the date on which the Warrant Certificate was duly surrendered to the Company and payment of the Exercise Price was made to the Company, irrespective of the date of delivery of such share certificate, except that, if the Warrant Exercise Documentation so that date of such surrender and payment is a date when the Person entitled to receive shares stock transfer books of Common Stock upon the Company are closed, such exercise person shall be treated for all purposes as having deemed to have become the record holder of such shares at the close of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock business on the Business Day next succeeding date on which immediately precedes the day of exercise. If more than one stock transfer books are open (1) whether before or after the Expiration Date in such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercisedcase).

Exercise of Warrants. (a) Subject to the last paragraph of this Section 13.3 and Article IV, the Warrants evidenced hereby may be exercisedHolder of a Warrant shall have the right, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery Date, at such Holder's option, to exercise such Warrant and purchase the Exercise Amount of Common Stock at the Exercise Price. A Warrant may be exercised by giving written notice to the Company at Warrant Agent no later than 5:00 p.m. New York time on the principal executive office Business Day preceding the proposed date of exercise of such Warrant and completing the Company in form of election to purchase set forth on the United States reverse side of America, of (A) this such Warrant Certificate, (B) and delivering the same, together with the related Warrant Certificate in the case of Definitive Warrants, to the Warrant Agent no later than 5:00 p.m., New York time, on the date of such exercise, together with a written notice stating that such Holder elects to exercise the Warrants evidenced hereby Cash Payment unless, in accordance with Section 3.3(c), a Remarketing Payment is to be made. In no event may a Holder satisfy its obligation to pay the provisions Exercise Price by tendering Preferred Securities. (b) On the date of this Section 1 exercise of a Warrant, the Company shall issue, and specifying the number Warrant Agent shall deliver, to or upon the written order of Warrants being the Holder of such Warrant, the Exercise Amount of Common Stock to which such Holder is entitled, registered in such name or names as may be directed by such Holder. The date on which such Warrant Certificate and payment are received by the Warrant Agent as aforesaid shall be deemed to be the date on which the related Warrant is exercised and the name or names related Common Stock is issued. Notwithstanding anything to the contrary in which the Holder wishes the certificate or certificates for this paragraph (b), (i) no fractional shares of Common Stock to shall be issued and (C) payment by the Company upon the exercise of the Exercise Price for such Warrantsany Warrant, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to if more than one Warrant shall be exercised at the order of the Company; (iii) same time by the surrender (which surrender shall be evidenced by cancellation of same Holder, the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired issuable in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total aggregate Exercise Amount of the Warrants so exercised, and (iii) on the date a Holder exercises such Holder's Warrant, the Company shall pay such Holder an amount in cash equal to the then-current Market Price multiplied by the related fraction of Common Stock for such fractional shares, computed to the nearest whole cent. (c) If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, the Company shall execute, and upon request of the Company and delivery to the Warrant Agent of the same Officers' Certificate and Opinion of Counsel as required under Section 1.2 of the Unit Agreement, the Warrant Agent shall authenticate and deliver, a new Warrant Certificate evidencing the number of Warrants remaining unexercised. (d) The Warrant Agent shall deposit all funds received by it in connection with a Cash Payment of the Exercise Price into the account of the Company maintained with it for such purpose, and shall notify the Company by telephone by 5:00 p.m., New York time, of each day on which a Cash Payment of the Exercise Price for Warrants has been so exerciseddeposited of the amount of such deposit into its account. The Warrant Agent shall promptly confirm such notice in writing to the Company. (e) The Warrant Agent shall, from time to time, as promptly as practicable following written request of the Company or an exercise of Warrants, advise the Company of (i) the number of Warrants exercised as provided herein, (ii) the instructions of each Holder with respect to delivery of the Common Stock to which such Holder is entitled upon such exercise, and (iii) such other information as the Company shall reasonably request in writing. Such notice may be given by telephone to be promptly confirmed in writing. (f) The Company shall pay all documentary stamp taxes attributable to the initial issuance of Warrants or to the issuance of Common Stock to the registered Holder of such Warrants upon exercise thereof; provided, however, that such Holder, and not the Company, shall be required to pay any stamp or other tax or other governmental charge that may be imposed in connection with any transfer involved in the issuance of the Common Stock; and in the event that any such transfer is involved, the Company shall not be required to issue any Common Stock and such Holder's purchase of the Common Stock issued upon the exercise of such Holder's Warrant shall not be deemed to have been consummated until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due. (g) Notwithstanding anything contained herein or elsewhere to the contrary: any Clearing Agency Participant shall have the right, power, and authority to exercise a Warrant as if such Clearing Agency Participant were the Holder of a Warrant, the Warrant Agent shall have the power and authority to and be permitted to, and is hereby authorized, empowered, and permitted to, in connection with the exercise of a Warrant, in addition to following the procedures set forth in this Warrant Agreement with respect to the exercise of a Warrant, treat a Clearing Agency Participant as if such Clearing Agency Participant were the Holder of a Warrant for all purposes, including, without limitation, by (i) giving effect to any notice, certification, direction, election (including, without limitation, a form of election to purchase set forth on the reverse side of a Warrant Certificate), or other communication delivered to the Warrant Agent by or on behalf of a Clearing Agency Participant as if such notice, certification, direction, election, or other communication were delivered to the Warrant Agent by or on behalf of the Holder of a Warrant, (ii) accepting and otherwise handling funds (including any Cash Payment) received by the Warrant Agent from or on behalf of a Clearing Agency Participant as if such Clearing Agency Participant were the Holder of a Warrant, and (iii) deliver notices, documents, and other communications to and otherwise communicate with a Clearing Agency Participant as if such Clearing Agency Participant were the Holder of a Warrant, and in no event shall the Warrant Agent be personally liable for any action taken or omitted to be taken in reliance upon this Section 3.2(g).

Exercise of Warrants. (a) Subject to Exercise of the last paragraph of purchase rights represented by this Section 1, the Warrants evidenced hereby Warrant may be exercisedmade, in whole or in part, by the Holder hereof at any time or from time to time, times on or after the date hereof Initial Exercise Date and prior to on or before the Expiration Termination Date upon by delivery to the Company at the principal executive (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 the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the United States form annexed hereto (the “Notice of America, Exercise”). Within the earlier of (Ai) this Warrant Certificate, three (B3) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 Trading Days and specifying (ii) the number of Warrants being exercised and Trading Days comprising the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise Standard Settlement Period (as defined below)in Section 2(d)(i) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of herein) following the date of exercise (if as aforesaid, the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to Holder shall deliver the aggregate Exercise Price to the Company for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be paidrequired, that are either held by nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall not be deemed required to have a value equal physically surrender this Warrant to the Market Price of one Share of Common Stock on Company until the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt Holder has purchased all of the Warrant Exercise DocumentationShares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company shall deliver or cause for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to be delivered (A) certificates representing the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of validly issued, fully paid and nonassessable shares Warrant Shares available hereunder shall have the effect of Common Stock specified in lowering the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full outstanding number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such fractional interest multiplied by the Market Price for one Share purchases. The Company shall deliver any objection to any Notice of Common Stock on the Business Day which immediately precedes the day of exercise. If more than Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant shall be exercised by the holder thereof at the same timeShares hereunder, the number of full shares of Common Stock issuable on such exercise shall Warrant Shares available for purchase hereunder at any given time may be computed less than the amount stated on the basis face hereof. For the avoidance of doubt, there is no circumstance that would require the total number of Warrants so exercisedCompany to net cash settle the Warrants.

Exercise of Warrants. (a) Subject The Warrants initially are exercisable at a price of $.01, subject to the last paragraph adjustment as provided in Article 7 hereof, per Share. Upon surrender of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this a Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance Certificate with the provisions annexed Form of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock Election to be issued and (C) Purchase duly executed, together with payment of the Exercise Price for such Warrantsthe Shares purchased, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of at the Company; 's principal offices (iiilocated at 4209 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Arlington, Texas 76017) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) registered holder of a Warrant Certificate ("Holder" or Warrants (represented by one "Holders") shall be entitled to receive a certificate or more relevant Warrant Certificates), and without certificates for the payment Shares so purchased. Payment of the Exercise Price in may be made, at the option of the Holder: (a) by cash, money order, certified or bank cashier's check or wire transfer, (b) the surrender to the Company of securities of the Company having a value equal to the aggregate Exercise Price, as determined in return for good faith by the Company's board of directors, or (c) the delivery of a notice to the surrendering Company that the Holder of such is exercising this Warrant by authorizing the Company to reduce the number of shares of Common Stock equal subject to this Warrant by the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the having an aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paidPrice, that are either held as determined in good faith by the Holder or Company's board of directors. The purchase rights represented by each Warrant Certificate are acquired in connection with such exercise, and without payment exercisable at the option of the Exercise Price Holder thereof, in cash. Any share of Common Stock delivered whole or in part (but not as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise fractional shares of the WarrantsCommon Stock). An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as In the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt case of the purchase of less than all the Shares purchasable under any Warrant Exercise DocumentationCertificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and shall execute and deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, tenor for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery balance of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timeShares purchasable thereunder. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, This Warrant is exercisable in whole or in part, by the Holder hereof part at any time or and from time to time, on or after the date hereof and prior . Such exercise shall be effectuated by submitting to the Expiration Date upon Company (either by delivery to the Company or by facsimile transmission as provided in Section 8 hereof) a completed and duly executed Notice of Exercise (substantially in the form attached to this Warrant) as provided in this paragraph. The date such Notice of Exercise is faxed to the Company shall be the “Exercise Date,” provided that the Holder of this Warrant tenders this Warrant Certificate to the Company within five (5) business days thereafter and at the principal executive office time of such Notice of Exercise the Company in has received payment for the United States shares being purchased. The Notice of America, Exercise shall be executed by the Holder of (A) this Warrant and shall indicate the number of shares then being purchased pursuant to such exercise. Upon surrender of this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance together with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) appropriate payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal purchased, the Holder shall be entitled to receive a certificate or certificates for the number of shares of the Common Stock so purchased. The Exercise Price per share of Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were shares then being paid exercised shall be payable in cash or by wire, certified or official bank check. ) reduced Alternatively, at any time after issuance of the Warrant, the Warrant may also be exercised by that means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of shares of Common Stock equal to the quotient obtained by dividing [(xA-B) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid multiplied by (yX)] by (A), where: (A) = the Market Price (as defined below) of one Share share of Common Stock on the Business Day which immediately precedes date that the day Holder delivers a complete Notice of Exercise Form to the Company as provided herein (B) = the Exercise Price of this Warrant, as adjusted; and (X) = the number of Common Stock issuable upon exercise of this Warrant in accordance with the Warrant; or terms of this Warrant by means of a cash exercise rather than a cashless exercise. (ivb) by The term “Market Price” as of a particular date (the delivery of shares of “Valuation Date”) shall mean the following: (a) if the Common Stock having is then listed or quoted on a value national securities exchange or Nasdaq (as defined by each, a “trading market”), the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment closing sale price of the Exercise Price in cash. Any one share of Common Stock delivered as payment on such exchange on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted thereon on the last trading day prior to the Valuation Date; (b) if the Common Stock is not then listed or quoted on a trading market and if prices for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to Common Stock are then quoted on the Market Price OTC Bulletin Board or such similar exchange or association, the closing sale price of one Share share of Common Stock on the Business Day which immediately precedes OTC Bulletin Board or such other exchange or association on the last trading day of exercise prior to the Valuation Date or, if no such closing sale price is available, the average of the Warrantshigh bid and the low asked price quoted thereon on the last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed or quoted on a trading market or quoted on the OTC Bulletin Board or such other exchange or association, the fair market value of one share of Common Stock as of the Valuation Date shall be determined in good faith by the Board of Directors of the Company and the Holder. An If the Common Stock is not then listed or quoted on a trading market or quoted on the OTC Bulletin Board or such other exchange or association, the Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Holder prior to the exercise hereunder as to the fair market value of a Warrant in accordance with clause (iii) is herein referred to share of Common Stock as a "Cashless Exercise" and an exercise determined by the Board of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt Directors of the Warrant Exercise DocumentationCompany. In the event that the Board of Directors of the Company and the Holder are unable to agree upon the fair market value in respect of subpart (c) hereof, the Company and the Holder shall deliver or cause to jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be delivered (A) certificates representing the number of validly issued, fully paid final and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter providedconclusive, and (C) if less than the full number cost of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise such appraiser shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred borne equally by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock Such adjustment shall be issued, but in lieu thereof the Company shall pay made successively whenever such a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercisedpayment date is fixed.

Exercise of Warrants. (a) Subject Upon the terms and subject to the last paragraph conditions set forth in this Warrant, each holder of Warrants shall have the right, which may be exercised until 5:00 p.m., New York City time, on March 5, 2005 (the "Expiration Time"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive upon exercise of this Warrant and payment of the Exercise Price then in effect for such Warrant Shares. Each Warrant not exercised prior to the Expiration Time shall be deemed automatically exercised in accordance with the last sentence of the following paragraph (even if the form of election to purchase attached hereto is not delivered) immediately prior to such Expiration Time. (b) Warrants may be exercised upon surrender to the Company of this Warrant with the form of election to purchase attached hereto duly filed in and signed and upon payment to the Company of the Exercise Price for each of the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made at the principal offices of the Company by certified or official bank check to the order of the Company. In lieu of exercising any Warrant by paying in full the Exercise Price plus transfer taxes (if applicable pursuant to Section 12), if any, the Warrants evidenced hereby may be exercisedholder may, from time to time, convert such Warrant, in whole or in part, into such number of Warrant Shares determined by dividing (a) the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office aggregate Current Market Value - of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and Warrant Shares represented by such Warrant, minus the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment sum of the aggregate Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and considerationShares plus transfer taxes, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." by (b) As promptly as practicablethe Current Market Value of one Warrant Share (such conversion, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a - "Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time"). (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof Effective Date and on or prior to the Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (ix) cash; , or (iiy) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." In the event that, at any time after the one year anniversary of the Closing Date, the Registration Statement is not effective, the Holder may, in lieu of payment of the Exercise Price in cash, make such payment by way of a "cashless exercise" through the written election of the Holder to have withheld by the Company from the shares of Common Stock otherwise deliverable upon exercise, Common Stock having an aggregate Market Price on the date of exercise equal to the Exercise Price. (b) As promptly as practicable, and in any event within five three (53) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exerciseexercised, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exerciseexercised. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. In lieu of delivering physical certificates pursuant to clause (A) above, if the Company's transfer agent is participating in the Depositary Trust Company ("DTC") Fast Automated Securities Transfer program and the certificates therefore are not required to bear a legend, the Company shall cause its transfer agent to electronically transmit such shares of Common Stock by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission system. (c) The Company shall pay all expenses incurred by the Company it in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject Upon the terms and subject to the last paragraph conditions set forth in this Warrant, each holder of Warrants shall have the right, which may be exercised until 5:00 p.m., New York City time, on March 5, 2005 (the "Expiration Time"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive upon exercise of this Warrant and payment of the Exercise Price then in effect for such Warrant Shares. Each Warrant not exercised prior to the Expiration Time shall be deemed automatically exercised in accordance with the last sentence of the following paragraph (even if the form of election to purchase attached hereto is not delivered) immediately prior to such Expiration Time. (b) Warrants may be exercised upon surrender to the Company of this Warrant with the form of election to purchase attached hereto duly filed in and signed and upon payment to the Company of the Exercise Price for each of the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made at the principal offices of the Company by certified or official bank check to the order of the Company. In lieu of exercising any Warrant by paying in full the Exercise Price plus transfer taxes (if applicable pursuant to Section 12), if any, the Warrants evidenced hereby may be exercisedholder may, from time to time, convert such Warrant, in whole or in part, into such number of Warrant Shares determined by dividing (a) the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office aggregate Current Market Value of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and Warrant Shares represented by such Warrant, minus the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment sum of the aggregate Exercise Price for such WarrantsWarrant Shares plus transfer taxes, which shall be payable if any, by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (xb) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Current Market Price Value of one Warrant Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paidsuch conversion, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise)." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject Commencing (i) in the case of the Class A Warrants, at the opening of business on the Class A Initial Exercise Date and (ii) in the case of the Class B Warrants, at the opening of business on the Class B Initial Exercise Date, Warrants may be exercised by surrendering the Warrant Certificate evidencing such Warrants at the Warrant Agent's Office with the Election to Purchase form set forth on the reverse of the Warrant Certificate duly completed and executed by the registered holder thereof or his attorney duly authorized in writing, accompanied by payment in full, as set forth below, to the last paragraph Warrant Agent for the account of this the Company the Exercise Price for each share of Common Stock as to which Warrants are exercised and any taxes that the registered holder is required to pay as set forth in Section 1, 3.9. Such Exercise Price shall be paid in full by (i) cash or a certified check or a wire transfer in same day funds in an amount equal to the Warrants evidenced hereby may be exercised, in whole or in part, then applicable Exercise Price multiplied by the Holder hereof at any time or from time to timenumber of Warrant Shares then being purchased, on or after the date hereof and prior to the Expiration Date upon (ii) delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock Stock, duly endorsed, having an aggregate Fair Market Value (as defined in Section 4.1(d)) equal to the then applicable Exercise Price multiplied by the number of shares Warrant Shares then being purchased or (iii) by any combination of (i) and (ii). In the alternative, the holder of a Warrant Certificate may exercise its right to purchase some or all of the Common Stock for which Warrant Shares subject to such Warrant is exercisable as Certificate, on a net basis, such that, without the exchange of the date any funds, such holder receives that number of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by Warrant Shares subscribed to pursuant to such Warrant Certificate less that number of shares of Common Stock equal to having an aggregate Fair Market Value at the quotient obtained by dividing (x) the aggregate Date of Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price that would otherwise have been paid by such holder for the number of Warrant Shares subscribed to pursuant to such Warrant Certificate. A registered Warrant holder may exercise all or any number of whole Warrants represented by a Warrant Certificate. (b) Upon receiving notice that any Warrants are to be paidexercised, that are either held the Warrant Agent will promptly provide a notice of exercise to the Company (the "Exercise Notice"). The Exercise Notice shall set forth the name of the registered holder, the number of Warrants to be exercised, the number of shares to be issued, the Date of Exercise, the method of payment and the Warrant Certificate number. Promptly following the receipt by the Holder or Company of an Exercise Notice, the Company shall provide to the Warrant Agent, in the event that shares of Common Stock are acquired surrendered in connection with such exercise, and without payment of the Exercise Price in cashPrice, with the aggregate Fair Market Value with respect to such shares of Common Stock. Any share If, upon exercise of any Warrants, shares of Common Stock delivered as payment for are surrendered to the Warrant Agent, the Warrant Agent shall promptly deliver such shares of Common Stock to the Company. If, upon exercise of any Warrants, shares of Common Stock are surrendered in an amount in excess of the amount to be applied to the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and considerationWarrants exercised, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of then the Warrant Exercise Documentation, Agent shall so notify the Company and the Company shall deliver or cause to be delivered (A) certificates representing the number amount of validly issued, fully paid and nonassessable such excess in the form of shares of Common Stock specified in to the holder. (c) A Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made exercised immediately prior to the close of business on the date of the due surrender for exercise of the Warrant Certificate and payment to the Warrant Agent for the account of the Company of the Exercise Price and any applicable taxes that the registered holder is required to pay as set forth in Section 3.9. Each Person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares at the close of business on the date on which the Warrant Certificate was duly surrendered to the Warrant Agent and payment of the Exercise Price and any such applicable taxes was made to the Warrant Agent for the account of the Company, irrespective of the date of delivery of such share certificate, except that, if the Warrant Exercise Documentation so that date of such surrender and payment is a date when the Person entitled to receive shares stock transfer books of Common Stock upon the Company are closed, such exercise person shall be treated for all purposes as having deemed to have become the record holder of such shares at the close of Common Stock at such time. business on the next succeeding date on which the stock transfer books are open (c) The Company shall pay all expenses incurred by whether before or after the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced herebyExpiration Date). (d) In connection with The Warrant Agent may deem and treat the person named as the registered holder on the face of any Warrant as the true and lawful owner thereof for all purposes. If the Warrant Agent is instructed to deliver shares upon the exercise of any Warrants evidenced herebyor to deliver a Warrant Certificate representing unexercised Warrants, no fractions of shares of Common Stock shall be issued, but in lieu thereof either case registered in a name or names other than the Company shall pay name or names in which a cash adjustment Warrant Certificate tendered in respect of connection with such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same timeexercise is registered, the number Warrant Agent may require such documents, and such evidence of full shares payment of Common Stock issuable on such exercise shall be computed on applicable transfer taxes, as it may deem necessary to enable it to carry out the basis instructions of the total number of Warrants so exercisedbearer.

Exercise of Warrants. (a) Subject The Holder's right to exercise this Warrant shall vest in equal increments at the last paragraph first, second and third anniversaries of the date of issuance of this Section 1Warrant; provided, however, that the Warrants evidenced hereby may be exercised, Holder's right to exercise the Warrant shall fully vest immediately prior to a public offering of the Company's common stock. This Warrant is exercisable in whole or in partpart at the Exercise Price per share of Common Stock payable hereunder, payable in cash or by certified or official bank check. The only condition to vesting of the Holder hereof at Holder's right to exercise this Warrant shall be the passage of time and Holder's right to exercise the Option shall not be terminated for any time reason, including (without limitation) by reason of death, disability, incapacity or from time to time, on or after termination of employment. Upon surrender of this Warrant Certificate with the date hereof and prior to the Expiration Date upon annexed Notice of Exercise Form duly executed (which Notice of Exercise Form may be submitted either by delivery to the Company at the principal executive office or by facsimile transmission as provided in Section 8 hereof), together with payment of the Company in Exercise Price for the United States shares of AmericaCommon Stock purchased, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. For the purposes of this Section 2, "Market Value" shall be an amount equal to the average closing bid price of a share of Common Stock, as reported by Bloomberg, LP or, if not so reported, as reported on the over-the-counter market for the five (5) trading days preceding the Company's receipt of the Notice of Exercise Form duly executed, multiplied by the number of shares of Common Stock to be issued and upon surrender of this Warrant Certificate. UPON EXERCISE OF THE WARRANT AND ISSUANCE OF THE UNDERLYING SHARES OF COMMON STOCK, THE HOLDER AND/OR ANY AFFILIATE (CAS DEFINED BY THE SECURITIES AND EXCHANGE ACT OF 1934) payment of the Exercise Price for such WarrantsTO WHOM SOME OR ALL OF THE WARRANT SHALL HAVE BEEN TRANSFERRED OR ASSIGNED SHALL GRANT TO ZACK▇▇▇ ▇▇▇▇▇, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates)▇▇ ANY CAPACITY, and without the payment of the Exercise Price in cashCURRENTLY AS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paidAN IRREVOCABLE PROXY TO VOTE THE SHARES OF COMMON STOCK UNDERLYING THE WARRANT, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five WHICH PROXY SHALL EXPIRE FIVE (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timeYEARS FROM THE DATE OF GRANT. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject During the Exercise Period, except as such may be suspended from time to the last paragraph time as set forth in Section 4.3, each Holder may exercise from time to time some or all of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery its Warrant Certificate(s) by: (i) surrendering to the Company at the principal executive office of the Company Warrant Agent such Warrant Certificate(s) with written notice (in the United States form attached to this Agreement) duly completed and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of Americathe Securities Exchange Act of 1934, as amended, and (ii) paying to the Warrant Agent for the account of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with Company the provisions of this Section 1 and specifying aggregate Exercise Price for the number of Warrant Shares in respect of which such Warrants being are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the Warrant Agent and the name or names in which the Holder wishes the certificate or certificates for shares tender of Common Stock to be issued and (C) payment of the aggregate Exercise Price for such Warrants, which is made. Payment of the aggregate Exercise Price shall be payable made (1) by any one or any combination wire transfer of immediately available funds to the Warrant Agent for the account of the following: Company, (i2) cash; (ii) by certified or official bank check or checks payable to the order of the Company; Company (iiiany such payments under subsections (1) or (2) shall be made in lawful money of the United States of America), or (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest one one-hundredth of a share, pursuant to the formula below. In the event that a Holder elects to make payment of the aggregate Exercise Price by surrender of the right to receive Warrant Shares as provided in subsection (which surrender shall be evidenced by cancellation 3) of the preceding sentence, the number of Warrants represented by any Warrant Certificate presented Shares issuable to such Holder shall be calculated as follows: X = Y(A-B) A Where: X = the number of Warrant Shares to be issued to such Holder upon exercise (subject to Section 9); Y = the total number of Warrant Shares purchasable pursuant to the Warrant being exercised (or, if such Warrant is being exercised only in connection with a Cashless Exercise (as defined belowpart, the number of Warrant Shares for which it is being exercised)) ; A = the Trading Price of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares share of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable determined as of the date of exercise; and B = the then-current Exercise Price. (b) In the event that less than all of the Warrants evidenced by a Warrant Certificate are exercised, the Holder thereof shall be entitled to receive a new Warrant Certificate or Certificates as specified by such Holder evidencing the remaining Warrant or Warrants, and the Warrant Agent is hereby irrevocably authorized by the Company to countersign, issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to Section 4.2 and Section 3 of this Agreement. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. (c) Upon the exercise (if of any Warrants in accordance with this Agreement, the Exercise Price were being paid Company shall cause the Warrant Agent, on the Company’s behalf, to issue and deliver with all reasonable dispatch, to or upon the written order of the Holder and in cash such name or certified names as the Holder may designate, a certificate or official bank check) reduced by that certificates for the number of shares full Warrant Shares issuable upon the exercise of Common Stock equal such Warrants and shall take or cause the Warrant Agent to take such other actions as are necessary to complete the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or Warrants (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paidincluding, that are either held by the Holder or are acquired in connection with such exercisewithout limitation, and without payment of the Exercise Price in cashany cash with respect to fractional interests required under Section 9). Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) The certificate or certificates representing such Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a value equal to the Market Price holder of one Share record of Common Stock on the Business Day which immediately precedes the day of exercise such Warrant Shares as of the Warrants. An date the Warrants are exercised. (d) Upon delivery of the Warrant Shares issuable upon exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" herewith and an exercise of a any required new Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise DocumentationCertificates, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in direct the Warrant Exercise Documentation, (B) if applicable, cash in lieu Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be disposed of any fraction of a share, as hereinafter provided, and (C) if less than by the full number of Warrants evidenced hereby are being exercised or used Warrant Agent in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for manner permitted by applicable laws and satisfactory to the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used Company in a Cashless Exercise. Such exercise shall be deemed accordance with its written instructions to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that Agent. The Warrant Agent shall account promptly to the Person entitled Company with respect to receive shares of Common Stock Warrants exercised and concurrently pay to the Company all amounts received by the Warrant Agent upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timeWarrants. (ce) The Company Warrant Agent shall pay all expenses incurred keep copies of this Agreement and any notices given or received pursuant to this Agreement available for inspection by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced herebyHolders during normal business hours at its office. The Company shall not be requiredshall, howeverat its sole expense, supply the Warrant Agent from time to pay any tax or other charge imposed in connection time with any transfer involved in the issue such numbers of any certificate for shares copies of Common Stock, this Agreement as the case Warrant Agent may be, in any name other than that of the registered holder of the Warrant evidenced herebyreasonably request. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the The Warrants evidenced hereby may be exercised, exercised in whole or in part, by the Holder hereof at any time or from time to time, on or after during the date hereof Exercise Period, by (i) presentation and prior to the Expiration Date upon delivery surrender to the Company at its address set forth in SECTION 10 of this Warrant Certificate with the principal executive office Election To Exercise, attached hereto as EXHIBIT A, duly completed and executed, and (ii) payment of the Company in the United States of AmericaExercise Price, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying for the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the followingeither: (i1) cash; bank draft or cashiers check, or (ii2) certified or official bank check payable provided that the Company receives at least 5 days prior notice and subject to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant CertificatesSection 1(d), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder Company of such certificate(s) representing a number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Preferred Stock having a value (as defined by the next sentence) an aggregate Preferred Value equal to the aggregate Exercise Price to be paid, that are either held by for the Holder or are acquired number of Warrants being exercised. If the aggregate Preferred Value of the Preferred Stock delivered in connection with such exercise, and without payment of the aggregate Exercise Price exceeds (because of fractional shares) the aggregate Exercise Price for the number of Warrants being exercised; then (subject to Section 1(d)) the Company will promptly pay to the holder of the Warrants in cash. Any cash such excess amount; provided that such excess amount shall in no event be more than the Preferred Value of one share of Common Stock delivered as payment for Preferred Stock. If the Exercise Price holder of this Warrant Certificate at any time exercises less than all the Warrants, the Company shall issue to such a holder a warrant certificate identical in connection with an In-Kind Exercise (as defined below) shall be deemed form to have this Warrant Certificate, but evidencing a value number of Warrants equal to the Market Price number of one Share Warrants originally represented by this Warrant Certificate less the number of Common Stock on Warrants previously exercised. Likewise, upon the Business Day which immediately precedes presentation and surrender of this Warrant Certificate to the day of exercise Company at its address set forth in SECTION 10 and at the request of the Warrants. An exercise holder, the Company will, without expense, at the option of a the holder, issue to the holder in substitution for this Warrant Certificate one or more warrant certificates in accordance with clause (iii) is herein referred identical form and for an aggregate number of Warrants equal to as a "Cashless Exercise" and an exercise the number of a Warrants evidenced by this Warrant in accordance with clause (iv) is herein referred to as an "In-Kind ExerciseCertificate." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicableTo the extent that the Warrants have not been exercised at or prior to the Expiration Date, such Warrants shall expire and in any event within five (5) Business Days after receipt the rights of the holder shall become void and of no effect. (c) Upon surrender of this Warrant Exercise DocumentationCertificate in conformity with the foregoing provisions, the Company shall deliver or cause transfer to be delivered (A) certificates representing the number holder of validly issued, fully paid and nonassessable this Warrant Certificate appropriate evidence of ownership of the shares of Common Stock specified or other securities or property (including any money) to which the holder is entitled, registered or otherwise placed in, or payable to the order of, the name or names of the holder or such transferee as may be directed in writing by the Warrant Exercise Documentationholder, and shall deliver such evidence of ownership and any other securities or property (Bincluding any money) if applicableto the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with payment of the Exercise Price with shares of Preferred Stock, the Company may require that at the time of such exercise it receive representations and warranties from the applicable holder of the Warrants regarding such holder's title to the Preferred Stock and the lack of encumbrances thereon. If the Company is unable to consummate an exercise of Warrants through payment of the Exercise Price with shares of Preferred Stock because of any limitations contained or construed in the Delaware General Corporation Law, the Company shall use its best efforts to take all such action as may be necessary to place the Company in a position to do so. In the event the Company, after the taking of any action by it as contemplated above, is unable to consummate such exercise, the Company shall accept such number of shares of Preferred Stock in payment as it shall then be authorized to do so under the Delaware General Corporation Law. (e) The Company shall not be required to issue a fractional share of Common Stock upon the exercise of Warrants. As to any Warrants evidenced herebyfraction of a share which the Warrant holder would otherwise be entitled to purchase upon such exercise, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall may pay a cash adjustment in respect of such fractional interest fraction in an amount equal to such fractional interest multiplied by the Market same fraction of the Price for one Share per share of Common Stock on the Business Day which immediately precedes the day date of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, This Warrant is exercisable in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company part at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares Exercise Price per share of Common Stock to be issued and (C) payment of the Exercise Price for such Warrantspayable hereunder, which shall be payable in cash or by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable check, or by "cashless exercise," by means of tendering this Warrant to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with Company to receive a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the difference between the Market Value of the shares of Common Stock issuable upon exercise of this Warrant and the product of the number of shares issuable upon exercise and the Exercise Price, divided by the Market Value Per Share. For example, if Holder receives a warrant to purchase 1,500,000 shares of Common Stock at an Exercise Price of $1.00 and decides to use the "cashless exercise" method to exercise its option to purchase all 1,500,000 shares at a time when the Company's Common Stock has a Market Value Per Share of $10.00, Holder would receive 1,350,000 shares of Common Stock upon exercise. Upon surrender of this Warrant with the annexed Notice of Exercise Form duly executed, together with payment of the Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. For the purposes of this Section 2, "Market Value" shall be an amount equal to the average closing bid price of a share of Common Stock for which such Warrant is exercisable as the ten (10) days preceding the Company's receipt of the date Notice of exercise (if Exercise Form duly executed multiplied by the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock to be issued upon surrender of this Warrant, and "Market Value Per Share" shall be an amount equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price average closing bid price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise ten (as defined below10) shall be deemed to have a value equal to days preceding the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise Company's receipt of the Warrants. An exercise duly executed Notice of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind ExerciseExercise Form." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly For purposes of Rule 144 promulgated under the Securities Act of 1933, as practicableamended, it is intended, understood and in any event within five (5) Business Days after receipt of acknowledged that the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used Shares issued in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such cashless exercise transaction shall be deemed to have been made at acquired by the close of business Holder and the holding period for the Warrant Shares shall be deemed to have been commenced on the issue date of delivery this Warrant (provided such interpretation remains the position of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timeSecurities and Exchange Commission). (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph a. Exercise of this Section 1, the Warrants evidenced hereby may Warrant shall be exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date made upon delivery to the Company at the principal executive office of the Company in the United States of Americapursuant to Section 11, of (Ai) this Warrant Certificate, Warrant; (Bii) a written notice stating that such Holder elects to exercise duly completed and executed election notice, in the Warrants evidenced hereby in accordance with form attached hereto (the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued “Election Notice”) and (Ciii) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination Price. Payment of the following: Exercise Price may be made at the option of the Warrant Holder either (ia) in cash; (ii) , wire transfer or by certified or official bank check payable to the order of the Company; (iii) Company equal to Exercise Price per share in effect at the time of exercise multiplied by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented Warrant Shares specified in the Election Notice, or (b) through a cashless exercise as provided in Section 5(b) below. The Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by any the 1933 Act, as applicable. Any person so designated by the Warrant Certificate presented in connection with a Cashless Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable. b. If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable) reported on the day immediately preceding the Date of Exercise (as defined below)the “Fair Market Value”) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment share of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, in return for the delivery Warrant Holder may elect to receive that number of Warrant Shares computed using the surrendering Holder of such following formula: X=Y (A-B) A Where X= the number of shares of Common Stock equal to be issued to the Warrant Holder Y= the number of shares of the Common Stock for which such Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is exercisable as being exercised, the portion of this Warrant being exercised (at the date of exercise (if the Exercise Price were being paid in cash or certified or official bank checksuch calculation) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate A= Fair Market Value B= Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal adjusted to the aggregate Exercise Price to be paiddate of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified Shares issued in a cashless exercise transaction in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise manner described above shall be deemed to have been made at acquired by the close of business Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date of delivery of the this Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such was originally issued. This cashless exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company provision shall not be required, however, available to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection Holder if there is an effective registration statement on file with the exercise of any SEC covering the shares underlying the Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of and such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercisedregistration statement stays effective.

Exercise of Warrants. (a) Subject to the last paragraph subsection (b) of this Section 1, upon presentation and surrender of this Warrant Agreement, with the Warrants evidenced hereby attached Purchase Form duly executed, at the principal office of the Company, or at such other place as the Company may designate by notice to the Holder hereof, together with a certified or bank cashier's check payable to the order of the Company in the amount of the Exercise Price times the number of Shares being purchased (or in the case of exercise pursuant to Section 1(c)(i) or (ii), as set forth in such sections), the Company shall deliver to the Holder hereof, as promptly as practicable, certificates representing the Shares being purchased. This Warrant may be exercised, exercised in whole or in part; and, by in case of exercise hereof in part only, the Company, upon surrender hereof, will deliver to the Holder hereof a new Warrant Agreement or Warrant Agreements of like tenor entitling the Holder to purchase the number of Shares as to which this Warrant has not been exercised. (b) This Warrant may be exercised at any time or from time to time, a price of $0.60 per share (the "Exercise Price") on or and after the date hereof and prior to the Expiration Date upon delivery to close of business on the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions fifth anniversary date of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and Warrant. (Cc) payment of the The Exercise Price for such Warrants, which shall be payable at the time of exercise. The Exercise Price may be paid in cash (by any one cashiers' check) or any combination of the followingby: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock of the Company already owned by the Holder, having a Market Price (as defined below) equal to the Exercise Price per share; or (ii) upon surrender of the Warrant at the principal office of the Company together with notice of election, in which event the Company shall issue Holder a number of shares Shares computed using the following formula: X = Y (A-B)/A where: X = the number of Shares to be issued to Holder (not to exceed the Common Stock number of Shares set forth on the cover page of this Warrant Agreement, as adjusted pursuant to the provisions of Section 6 of this Warrant Agreement). Y = the number of Shares for which such the Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) exercised. A = the Market Price of one Share (for purposes of this Section 1(c)), the "Market Price" shall be defined as the closing price on the exchange on which the Common Stock on traded for the Business Day which immediately precedes trading day prior to the day date of exercise of the Warrantthis Warrant Agreement; or (iv) by the delivery of shares of provided if the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paiddoes not trade on any exchange, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on shall equal the Business Day which immediately precedes closing bid price in the over-the-counter market for the trading day prior to the date of exercise of this Warrant Agreement, as reported by the Warrants. An exercise National Association of a Warrant in accordance with clause (iii) Securities Dealers Automated Quotation System; and, provided further, that if the common stock is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and considerationnot quoted or listed by any organization, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt fair value of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a sharecommon stock, as hereinafter provideddetermined by the Board of Directors of the Company, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise whose determination shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise conclusive, shall be treated for all purposes as having become used). B = the record holder of such shares of Common Stock at such timeExercise Price. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject Contemporaneous with the execution of this Agreement, the Holder shall exercise the First Exercised Warrants pursuant to the last paragraph terms of this Section 1, the Warrants evidenced hereby may be exercisedOriginal Warrant Agreement and the Company shall issue to the Holder, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior addition to the Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment which such exercising Holder is entitled pursuant to the exercise of the Exercise Price for such First Exercised Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of New Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to fifty percent (50%) of the number of shares of the Common Stock issued pursuant to the exercise of the First Exercised Warrants. The Holder shall deliver the Notice of Exercise (as defined in the Original Warrant Agreement) and the aggregate cash exercise price for such First Exercised Warrants and the Company shall deliver the related Warrant Shares pursuant to the terms of the Original Warrant Agreement and shall deliver the related New Warrants within two Trading Days of the receipt by the Company of the payment by the Holder of the exercise price. Each New Warrant issued pursuant to this Section 2.1(a) will have an exercise price for the purchase of one share of Common Stock equal to the closing price of the Company’s Common Stock as reported by Nasdaq for the date the related Notice of Exercise is received by the Company and will be in the form attached hereto as Exhibit A (the “New Warrant Form”). The date of the closing of the exercise of the First Exercised Warrants shall be referred to herein as a “Closing Date.” (b) Subject to the conditions of the Original Warrant Agreement, the Company and the Holder hereby agree that in the event the Holder exercises additional Original Warrants (other than the First Exercised Warrants) (the “Second Exercised Warrants”) on one or more days during the 90 Day Exercise Period, the Company shall issue to the Holder, in addition to the shares of Common Stock to which such Warrant exercising Holder is exercisable as entitled pursuant to the exercise of such Second Exercised Warrants, New Warrants for the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to fifty percent (50%) of the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price number of one Share shares of Common Stock on issued pursuant to the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery such Second Exercised Warrants. The Holder shall deliver each Notice of shares of the Common Stock having a value Exercise (as defined in the Original Warrant Agreement) and the aggregate cash exercise price for such Second Exercised Warrants specified in such Notice of Exercise and the Company shall deliver the related Warrant Shares pursuant to the terms of the Original Warrant Agreement and shall deliver the related New Warrants within two Trading Days of the receipt by the next sentence) equal to Company of the aggregate Exercise Price to be paid, that are either held payment by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cashexercise price. Any Each New Warrant issued pursuant to this Section 2.1(b) will have an exercise price for the purchase of one share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price closing price of one Share of the Company’s Common Stock on as reported by Nasdaq for the Business Day which immediately precedes date the day related Notice of Exercise is received by the Company and will be in the form of the New Warrant Form. Each date of the closing of the exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively Second Exercised Warrants shall be referred to herein as the "Warrant Exercise Documentationa “Closing Date." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time.” (c) The Company shall pay all expenses incurred by acknowledges and agrees that the Company in connection with and taxes and other governmental charges (other than income taxes obligations of the Holder) that may be imposed in respect of, Holder under this Agreement is several and not joint with the issue or delivery obligations of any shares other holder of Common Stock issuable upon warrants originally issued together with the Original Warrants (each, an “Other Holder”) under any other agreement related to the exercise of such warrants (“Other Warrant Exercise Agreement”), and the Warrants evidenced hereby. The Company Holder shall not be requiredresponsible in any way for the performance of the obligations of any Other Holder or under any such Other Warrant Exercise Agreement. Nothing contained in this letter agreement, howeverand no action taken by the Holder pursuant hereto, shall be deemed to pay constitute the Holder and the Other Holders as a partnership, an association, a joint venture or any tax other kind of entity, or other charge imposed create a presumption that the Holder and the Other Holders are in connection any way acting in concert or as a group with any transfer involved respect to such obligations or the transactions contemplated by this Agreement. The Holder confirms that it has independently participated in the issue negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any certificate for shares of Common Stock, Other Holder to be joined as the case may be, an additional party in any name other than that of the registered holder of the Warrant evidenced herebyproceeding for such purpose. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance ------------------ with clause (iv) is herein referred to as an "In-Kind Exercise." The ------------------ documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant ------- Exercise Documentation."" ---------------------- (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph One-half of this Section 1, the Warrants evidenced hereby may be exercised in whole or in part at any time until the Warrant Expiration Date at which time the Warrants shall expire and shall thereafter no longer be exercisable. (b) The other half of the Warrants (the "Restricted Warrants") may be exercised, in whole or in part, by until the Holder hereof Warrant Expiration Date, as follows: (i) up to 20% of the Restricted Warrants may be exercised during the one (1) year period commencing on the Closing Date; (ii) up to 40% of the Restricted Warrants (inclusive of any prior exercise under this subsection (b)) may be exercised during the one (1) year period commencing twelve (12) months after the Closing Date; (iii) up to 60% of the Restricted Warrants (inclusive of any prior exercise under this subsection (b)) may be exercised during the one (1) year period commencing twenty-four (24) months after the Closing Date; (iv) up to 80% of the Restricted Warrants (inclusive of any prior exercise under this subsection (b)) may be exercised during the one (1) year period commencing thirty-six (36) months after the Closing Date; and (v) up to 100% of the Restricted Warrants (inclusive of any prior exercise under this subsection (b)) may be exercised during the one (1) year period commencing forty-eight (48) months after the Closing Date; Notwithstanding the foregoing, in any event, the Restricted Warrants may be exercised at the earlier of: (i) the conversion of all or part of the Note into shares of Common Stock, subject to the restrictions set forth below in SECTION 4.1(C); (ii) a Change of Control; or (iii) the payment in full of the Note. (c) If the entire amount of principal and interest due and payable under the Note is converted to Common Stock, all of the Restricted Warrants shall be immediately exercisable in whole or in part at any time or from time until the Warrant Expiration Date. If less than the entire amount of principal and interest due and payable under the Note is converted, a pro-rata portion of the Restricted Warrants based upon the amount of the Note which is converted compared to time, on or after the date hereof and total amount of the Note prior to conversion, shall be immediately exercisable in whole or in part at any time until the Warrant Expiration Date upon delivery Date. For example, if fifty percent (50%) of the Note is converted, one half of the Restricted Warrants would be exercisable. (d) The Warrants shall be exercised by presentation of the Warrant Certificate evidencing the Warrants to be exercised, with the form of election to purchase on the reverse thereof duly completed and signed, to the Company at the principal executive office offices of the Company as set forth on the signature page of this Agreement, together with payment of the aggregate Warrant Exercise Price for the number of Warrant Shares in respect of which such Warrants are being exercised in lawful money of the United States of America; PROVIDED, that, to the extent the Warrant Holder exercising such Warrants is also the holder of (A) this a Note, such Warrant CertificateHolder or Noteholder may elect, (B) a by written notice stating that to the Company delivered with such presentation, to elect to pay the applicable Warrant Exercise Price by offsetting the next scheduled payment of such Note by an amount equal to the aggregate Warrant Exercise Price payable in connection with such exercise of Warrants. Upon such presentation, the Company shall issue and cause to be delivered to or upon the written order of the registered Holder elects to exercise the of such Warrants evidenced hereby and in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the such name or names in which the as such registered Holder wishes the may designate, a certificate or certificates for shares the aggregate number of Common Stock Warrant Shares issued upon such exercise of such Warrants. Any Person so designated to be issued and (C) payment of the Exercise Price for such Warrants, which named therein shall be payable by any one or any combination deemed to have become holder of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder record of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable Shares as of the date of exercise (if the Exercise Price were being paid of such Warrants; PROVIDED, that, no Warrant Holder will be permitted to designate that such Warrant Shares be issued to any Person other than such Warrant Holder unless each condition to transfer contained in cash or certified or official bank check) reduced by that number of shares of Common Stock equal ARTICLE V hereof which would be applicable to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number transfer of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have Shares has been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timesatisfied. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. Subject to the terms hereof, each Purchaser agrees to exercise the June 1st Warrants, June 14th Warrants and the 2006 Warrants as set forth herein. 1.1 The Exercise Price on the 2006 Warrants shall be reduced from $6.805 to $2.68 (the “Market Price”). 1.2 The Company and each Purchaser agree that Section 4(a) of the 2006 Warrant shall be deleted and replaced in its entirety as follows: (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may This Warrant shall be exercised, in whole or in part, exercisable by the registered Holder hereof at any time or and from time to time, time on or after the date hereof to and including the Expiration Date. At 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value; provided that, if the average of the Closing Prices for the five Trading Days immediately prior to (but not including) the Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of exceeds the Exercise Price for such Warrantson the Expiration Date, which then this Warrant shall be payable by any one or any combination of deemed to have been exercised in full (to the following: extent not previously exercised) on a “cashless exercise” basis at 6:30 P.M. New York City time on the Expiration Date if a “cashless exercise” may occur at such time pursuant to Section 10 below. Notwithstanding anything to the contrary herein, the Expiration Date shall be extended for each day following the Effective Date that the Registration Statement is not effective.” 1.3 Subject to the terms hereof, each Purchaser agrees to exercise (i) cash; 100% of the June 1st Warrants and June 14th Warrants issued to such Purchaser and (ii) certified or official bank check payable to the order 50% of the Company; 2006 Warrants issued to such Purchaser, in each case as set forth on Schedule A hereto on the Business Day following the date of this Agreement (iii) by “Closing Date”). In consideration for such exercise, the surrender Company shall issue to each Purchaser a warrant in the form of Exhibit A attached hereto (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates“Additional Warrants”), and without registered in the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated opposite such Purchaser’s name on Schedule A hereto under the heading “Additional Warrant Shares” at an Exercise Price equal to the number of shares Market Price per share. 1.4 Each Purchaser shall have the option within 90 calendar days following the date the Additional Registration Statement is declared effective by the Commission to exercise all or any portion of the Common Stock for remaining 2006 Warrants and receive an additional warrant, registered in the name of such Purchaser, pursuant to which such Warrant is exercisable as of Purchaser shall have the date of exercise (if right to acquire the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal that it exercises pursuant to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to this Section 1.3. Such additional warrant shall be paid by (y) exercisable at the Market Price and be in the same form as the Additional Warrant. For the purposes of one Share of Common Stock on this Amendment, the Business Day which immediately precedes additional warrant issued under this Section 1.4 shall be deemed an “Additional Warrant” and the day of shares issuable upon exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) additional warrant shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified included in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed Additional Registration Statement filed pursuant to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timeSection 3 below. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the The Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof initially are exercisable at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants(subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank cashier's check payable to the order of the Company; (iii) by PROVIDED, HOWEVER, that the surrender (which surrender Holder shall be evidenced by cancellation have the right, at his or its election, in lieu of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of delivering the Exercise Price in cash, to instruct the Company in return for the delivery form of subscription to retain, in payment of the surrendering Holder of such Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares of as to which the Common Stock for which such Warrant is exercisable then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last 10 trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last 10 trading days before such date or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last 20 trading days before such date. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price were being paid for the shares of Common Stock at the Company's principal offices (currently located at 3811 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇), ▇he Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also referred to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in cash whole or certified in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or official bank check) reduced by that part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock equal to from the quotient obtained by dividing (x) date on which the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, Warrant was surrendered and without payment of the Exercise Price in cash. Any share was made irrespective of Common Stock delivered as the date of delivery of such shares, except that, if the date of such surrender and payment for is a date on which the Exercise Price in connection with an In-Kind Exercise (as defined below) stock transfer books of the Company are closed, such person shall be deemed to have a value equal to become the Market Price holder of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable such shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the next succeeding date of delivery of on which the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timestock transfer books are open. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph All or any part of this Section 1, the Warrants evidenced hereby may Warrant shall be exercised, in whole or in part, exercisable by the registered Holder hereof in any manner permitted by this Warrant (including Section 11) at any time or and from time to time, time on or after the date hereof Initial Exercise Date and prior to on or before the Expiration Date upon delivery Termination Date. (b) The Holder may exercise this Warrant by delivering to the Company at (i) an exercise notice, in the principal executive office form attached as Schedule 1 (the “Exercise Notice”), completed and duly signed, and (ii) payment of (x) the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (the “Number of Warrant Shares”) (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice pursuant to Section 10 below) if this Warrant is being exercised for Warrant Shares, or (y) the aggregate Exercise Price minus the aggregate Pre-Funded Warrant Exercise Price, if this Warrant is being exercised for Pre-Funded Warrants (such number of Pre-Funded Warrants being issued on the exercise of this Warrant, the “Number of Pre-Funded Warrants”, and, with the Number of Warrant Shares, the (“Number of Warrant Securities”) (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice pursuant to Section 10 below), and the date on which the last of such items is delivered to the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby as determined in accordance with the notice provisions hereof) is an “Exercise Date.” No later than one Trading Day following the delivery of this Section 1 and specifying the number of Warrants being exercised and the name or names in which such Exercise Notice, the Holder wishes shall deliver to the certificate or certificates for shares of Common Stock to be issued and (C) Company payment of the Exercise Price for such Warrants, the Number of Warrant Securities as to which this Warrant is being exercised by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedures specified in Section 10 below is specified in the applicable Exercise Notice. The Holder shall not be payable by any one or any combination required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the following: (i) cash; (ii) certified or official bank check payable to Exercise Notice shall have the order of the Company; (iii) by the surrender (which surrender shall be evidenced by same effect as cancellation of the number of Warrants represented by any original Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) and issuance of a New Warrant or Warrants (represented by one or more relevant evidencing the right to purchase the remaining Number of Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and considerationSecurities, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred Holder and any assignee, by the Company in connection with acceptance of this Warrant, acknowledge and taxes and other governmental charges (other than income taxes agree that, by reason of the Holder) that may be imposed in respect ofprovisions of this section, following the issue or delivery purchase of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder a portion of the Warrant evidenced hereby. (d) In connection with Shares or Pre-Funded Warrants hereunder, the exercise Number of Warrant Securities available for purchase hereunder at any Warrants evidenced hereby, no fractions of shares of Common Stock shall given time may be issued, but in lieu thereof less than the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock stated on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercisedface hereof.

Exercise of Warrants. (a) Subject At any time and from time to time after the date hereof and expiring on the fifth anniversary of the effective date of this Agreement at 5:00 p.m., Central Standard Time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached to each Warrant Certificate and by payment to the last paragraph Company as set forth in the Warrant Certificate in the amount required for purchase of this Section 1the shares as to which the Warrant is being exercised, delivered to the Warrants evidenced hereby may be exercisedCompany at its principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 1704, Oklahoma City, Oklahoma 73102, Attention: President. Upon the exercise of a Warrant, in whole or in part, the Company will, within ten (10) days thereafter, at its expense (including the payment by the Holder hereof at Company of any time applicable issue or from time transfer taxes), cause to time, on or after be issued in the date hereof name of and prior delivered to the Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) holder a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying certificate or certificates for the number of Warrants being exercised fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the name or names Warrant. In the event such holder is entitled to a fractional share, in which lieu thereof, such holder shall be paid a cash amount equal to such fraction, multiplied by the Holder wishes Current Value (as hereafter defined) of one full share of Common Stock on the certificate or certificates date of exercise. Certificates for shares of Common Stock to be issued and (C) payment issuable by reason of the Exercise Price for such Warrants, which shall be payable by any one or any combination exercise of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), shall be dated and without shall be effective as the payment date of the Exercise Price in cash, in return surrendering of the certificates for the delivery shares so purchased. In the event a Warrant is exercised, as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the surrendering Holder holder of such the Warrant so exercised covering the aggregate number of shares of Common Stock equal as to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind ExerciseWarrants remain unexercised." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph All or any portion of this Section 1, the such Warrants evidenced hereby may be exercisedexercised by surrendering this Agreement, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office of the Company together with a subscription in the United States of Americaform attached hereto duly executed, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) accompanied by payment of the Exercise Price Price. Such Agreement and subscriptions may be surrendered at the corporate headquarters of the Company (as set forth in Section 9.02, or as such address may be changed from time to ------------ time) or, if the Company so notifies the Holder hereafter, at the office of any transfer agent for such Warrants, which the Common Stock appointed hereafter. The payment and subscription materials shall be payable accompanied by such other instruments or agreements duly signed by Holder as may be reasonably necessary or advisable in order that the issuance of such Warrant Shares comply with applicable rules and regulations under the Securities Act, any one applicable state securities laws or any combination requirement of the followingany national securities exchange on which Common Stock may be traded. (b) Payment shall be made either: (i1) by cash; (ii) , money order, certified or official bank cashier's check drawn in United States currency and payable to the order of the Company; (iii2) by the surrender wire transfer; (which surrender shall be evidenced 3) by cancellation cashless exercise pursuant to Section ------- 2.03(c), ("Cashless Exercise") or (4) any combination of the number foregoing at the ------- ----------------- option of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise the Holder. (as defined below)c) In lieu of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of paying the Exercise Price in cash, in return for the delivery Holder may utilize a Cashless Exercise. A Holder is permitted to exercise Warrants pursuant to a Cashless Exercise by directing the surrendering Holder of Company to withhold from the Warrant Shares issuable upon such exercise a number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the Shares having an aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Fair Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value Value (as defined by the next sentenceherein) equal to the aggregate Exercise Price for all Warrants exercised. (d) Warrants shall be exercisable during the period provided in Section ------- 2.01 at any time in whole or from time to be paid, that are either held by the Holder or are acquired time in connection with such exercise, and without payment part. As soon as practicable ---- after any of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to Warrants have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentationbeen so exercised, the Company shall issue and deliver or cause to be delivered (A) to, or upon the order of, the Holder, in such name or names as may be directed by Holder, a certificate or certificates representing for the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the full Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter providedShares to which Holder is entitled, and (C) if less than the full number of Warrants evidenced hereby are being represented by the surrendered Agreement shall not have been exercised or used in a Cashless Exercisefull, a new Warrant Certificate or Certificates, of like tenorAgreement, for the remaining number of Warrants evidenced by this which shall not have been exercised (however, to the extent such a new Warrant Certificate, less the Agreement is issued for such remaining number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the same terms and conditions as set forth herein, such replacement Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall Agreement may be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred unilaterally executed and delivered by the Company in connection with and taxes and other governmental charges (other than income taxes of the Company, without need for Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby's signature). The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced herebysuch exercise, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay use its best efforts to cause its transfer agent to deliver the shares, as provided herein, on a cash adjustment timely basis in respect order to permit settlement of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis a normal brokerage transaction within three business days of the total number of Warrants so exercisedexercise.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, The Holder may exercise the Warrants evidenced hereby may be exercised, in whole or in part, only by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a of: written notice stating that such Holder elects of exercise (the “Exercise Notice”) in form and substance identical to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 Exhibit “A” attached hereto; and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrantsof the Warrant Shares in cash or by check. If less than all of the Warrants evidenced by this Certificate are exercised, which a new certificate evidencing the Warrants not so exercised will be issued to the Holder. Holder may only exercise these Warrants in integral multiples of 100 Warrants unless all Warrants evidenced by this Certificate are being exercised. Upon receipt of Exercise Notice and the Exercise Price, the Company shall promptly issue in the name of and deliver to Holder a stock certificate or certificates evidencing the Warrant Shares. Notwithstanding anything to the contrary contained herein, the Warrants may not be exercised unless and until any then-applicable requirements of all state and federal laws and regulatory agencies shall have been fully complied with to the reasonable good faith satisfaction of the Company and its counsel and the representations and warranties of Holder made in the Exercise Notice shall be payable by true and correct. Adjustments upon Recapitalizations. In the event that the Company shall at any one time hereafter (a) pay a dividend in Common Stock or any combination of the following: (i) cashsecurities convertible into Common Stock; (iib) certified subdivide or official bank check payable to the order split its outstanding Common Stock; or (c) combine its outstanding Common Stock into a smaller number of the Companyshares; (iii) by the surrender (which surrender shall be evidenced by cancellation of then the number of Warrants represented by shares to be issued immediately after the occurrence of any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without such event shall be adjusted so that the payment of Holder thereafter may receive the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal it would have owned immediately following such action if it had exercised the Warrants immediately prior to such action and the Exercise Price shall be adjusted to reflect such proportionate increases or decreases in the number of shares. In case of any reclassification of the outstanding shares of Common Stock (other than a change covered by Section 0 hereof or a change which solely affects the par value of such shares) or in the case of any merger, consolidation or reorganization in which holders of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax stock or other charge imposed securities or property (including cash) in connection with any transfer involved in the issue of any certificate exchange for their shares of Common Stock, as thereafter the case may beHolder shall receive, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the upon exercise of any Warrants evidenced herebyeach Warrant, no fractions for the same Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of Common Stock stock or other securities or property the Holder would have received had the Holder exercised such Warrant immediately prior to such event. The provisions of this Section 0 shall similarly apply to successive reclassifications, mergers, consolidations and other reorganizations. The provisions of this Section 0 are intended to be issuedexclusive, but and Holder shall have no other rights upon the occurrence of any of the events described in lieu thereof this Section 0. The existence of the Warrants shall not affect in any way the right or power of the Company shall pay a cash adjustment to make adjustments, reclassifications, reorganizations or changes in respect its capital or business structure, or to merge, consolidate, dissolve or liquidate, or to sell or transfer all or any part of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercisedits business or assets.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at At any time or and from time to time on and after ____________, 1998 and expiring on __________, 2002 at 5:00 p.m., Richmond, Virginia time, on Warrants may be exercised as to all or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office any portion of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the whole number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be issued purchased in the form attached hereto as Exhibit B and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank a check payable to the order of the Company; Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (iii5) days thereafter, at its expense (including the payment by the surrender (which surrender shall Company of any applicable issue or transfer taxes), cause to be evidenced by cancellation issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants represented by shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any Warrant Certificate presented delays in connection with a Cashless Exercise (as defined below)) the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants (represented is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by one or more relevant such person, the Company shall issue a new Warrant Certificates), and without to the payment holder of the Exercise Price in cash, in return for Warrant so exercised covering the delivery to the surrendering Holder of such aggregate number of shares of Common Stock equal as to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind ExerciseWarrants remain unexercised." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to Exercise of the last paragraph of purchase rights represented by this Section 1, the Warrants evidenced hereby Warrant may be exercisedmade, in whole or in part, by the Holder hereof at any time or from time to time, times on or after the date hereof Initial Exercise Date and prior to on or before the Expiration Termination Date upon by delivery to the Company at the principal executive (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 the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the United States form annexed hereto (the “Notice of America, Exercise”). Within the earlier of (Ai) this Warrant Certificate, two (B2) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 Trading Days and specifying (ii) the number of Warrants being exercised and Trading Days comprising the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise Standard Settlement Period (as defined below)in Section 2(d)(i) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of herein) following the date of exercise (if as aforesaid, the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to Holder shall deliver the aggregate Exercise Price to the Company for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be paidrequired, that are either held by nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall not be deemed required to have a value equal physically surrender this Warrant to the Market Price of one Share of Common Stock on Company until the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt Holder has purchased all of the Warrant Exercise DocumentationShares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company shall deliver or cause for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to be delivered (A) certificates representing the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of validly issued, fully paid and nonassessable shares Warrant Shares available hereunder shall have the effect of Common Stock specified in lowering the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full outstanding number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such fractional interest multiplied by the Market Price for one Share purchases. The Company shall deliver any objection to any Notice of Common Stock on the Business Day which immediately precedes the day of exercise. If more than Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree Without limiting the rights of a Holder to receive Warrant shall Shares on a “cashless exercise” and without limiting the liquidated damages provision in Section 2(d)(i) and the buy-in provision in Section 2(d)(iv), in no event will the Company be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercisedrequired to net cash settle a Warrant exercise.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the The Warrants evidenced hereby may be exercisedexercised by the Holder, in whole or in partpart (but not as to a fractional share of Common Stock), by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company surrender of this Warrant Agreement at the principal executive office of the Company located at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (or such other office or agency of the Company as may be designated by notice in writing to the United States Holder at the address of Americasuch Holder appearing on the books and records of the Company), with the appropriate form attached hereto duly exercised, at any time within the period beginning on the date of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such WarrantsAgreement, which shall be payable by any one or any combination of is specified above and ending on that date exactly ten (10) years from the following: Effective Date (the “Exercise Period”) and (i) cash; (ii) by certified or official bank check payable or (ii) by surrender to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by Company for cancellation of the a portion of these Warrants representing that number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of unissued shares of Common Stock equal to the number of shares of the Common Stock for underlying these Warrants which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (xA) the aggregate product obtained by multiplying the Exercise Price (assuming no Cashless Exercise) to be paid by the number of shares of such Common Stock being purchased upon such exercise by (yB) the difference obtained by subtracting the Exercise Price from the average of the bid and asked prices on the date of exercise (the “Per Share Market Price Value”) as of one Share the date of such exercise. In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to the provisions of clause (ii) of this subsection (b), such exercise shall be accompanied by written notice from the Holder of these Warrants specifying the manner of payment thereof and containing a calculation showing the number of such shares of Common Stock on with respect to which rights are being surrendered thereunder and the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery net number of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, issued after giving effect to such surrender. The Company agrees that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share shares of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) so purchased shall be deemed to have a value equal be issued to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein Holder as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt record owner of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable such shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu as of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of on which the Warrant Exercise Documentation so that Agreement shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the Person entitled to receive shares of Common Stock upon such exercise so purchased shall be treated for all purposes as having become delivered to the record holder of such shares of Common Stock at such time. Holder promptly and in no event later than thirty (c30) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of days after the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants have been so exercised.

Exercise of Warrants. (a) Subject The Warrants may be exercised by surrendering the Warrants at the office of the Corporation or the Warrant Agent (hereinafter defined), and by delivering to the last paragraph Corporation or the Warrant Agent, or directly to any officer of the Corporation, a duly completed and executed exercise form substantially in the form attached to this Agreement as Exhibit “B” or such other form as shall be consistent with the provisions of this Section 1Agreement, together with the Warrant Price for each full share of Common Stock as to which the Warrants are exercised. The Warrant Price shall be paid in cash or by check, subject to collection, payable to the order of the Corporation. (b) In addition to the method of payment set forth in subsection 3(a) above and in lieu of any cash payment required thereunder, the Warrants evidenced hereby may be exercisedWarrant Holder shall have the right, at any time and from time to time, to exercise the Warrants, in whole or in part, by means of a “cashless exercise” pursuant to which the Warrant Holder hereof at any time may surrender the Warrant, or from time to timea true copy thereof, on or after together with the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office of the Company exercise notice in the United States of America, of (Amanner specified in subsection 3(a) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) above without payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cashPrice, in return exchange for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number product of shares of (x) the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal as to which the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Market Price (as defined in subsection 3(g) below) of the Common Stock less the Exercise Price and the denominator of which is the Market Price of one Share the Common Stock. For the purposes of Common Stock this Section 3, Market Price shall be calculated either (i) on the Business Day trading day immediately preceding the date on which immediately precedes the day of exercise form is delivered to the Corporation as set forth in subsection 3(a) above (the “Notice Date”) or (ii) as the average of the Warrant; or (iv) by the delivery of shares Market Prices for each of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt trading days immediately preceding the Notice Date, whichever of the Warrant Exercise Documentation, the Company shall deliver (i) or cause to be delivered (Aii) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timeis higher. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with Upon the exercise of any Warrants evidenced herebyof the Warrants, no fractions of shares of Common Stock the Corporation shall be issued, as promptly as practicable (but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If no event more than one five (15) such business days after exercise) issue and deliver to the Warrant shall be exercised by the holder thereof at the same time, Holder a certificate or certificates for the number of full shares of Common Stock issuable on such to which the Warrant Holder is entitled, registered in the name or names specified by the Warrant Holder, and cash with respect to any remaining fractional interest in a share as set forth in subsection 3(d) below. If the Warrants are not exercised in full (except with respect to a remaining fraction of a share), the Corporation shall also issue and deliver new Warrants for the number of shares (including fractional shares) as to which the Warrants have not been exercised. (d) The Corporation shall not be required to issue fractional shares upon the exercise of the Warrants. If the Warrant Holder exercises the purchase rights under the Warrants in a manner that leaves the right to purchase a fraction of a share unexercised, the Corporation shall be purchase the fractional interest for an amount in cash equal to the then current market value of the fractional interest, computed on the basis of the total number average closing bid and asked prices of its shares of Common Stock on the date of exercise as furnished to the Corporation by any member or member firm of a registered national securities exchange or, if the Common Stock is not then being publicly traded, on another reasonable basis determined by the Corporation. (e) All of the Shares issued upon the exercise of the Warrants shall be duly and validly issued, fully paid and nonassessable and the Corporation shall pay all documentary, stamp or other taxes and governmental charges in connection with the issuance of the Warrants and the issuance or delivery of any Shares upon exercise of the Warrants. In addition, upon issuance, the Shares shall be free and clear of any and all liens, encumbrances, adverse interests, claims, charges, levies, restrictions, agreements and taxes of any nature whatsoever except only for applicable restrictions under state and federal securities laws with regard to the transfer of the Warrants and the Shares. (f) Each person in whose name any certificate or certificates for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrants were surrendered in connection with the exercise of the Warrants and payment of the Warrant Price was tendered, irrespective of the date of delivery of the certificate or certificates, except that if the date of surrender and payment is a date when the stock transfer books of the Corporation are closed, a person shall be deemed to have become the holder of the Shares at the close of business on the immediately preceding date on which the stock transfer books are open. (g) For purposes of this Section 3, the Market Price for a specified date shall mean the amount per share of the Common Stock equal to (i) the last reported sale price of the Common Stock on such date or, in case no such sale takes place on such date, the average of the closing bid and asked prices of the Common Stock on such date, in either case as officially reported on the principal national securities exchange on which such Common Stock is then listed or admitted for trading, or (ii) if such Common Stock is not then listed or admitted for trading on any national securities exchange but is designated as a national market system security by the NASD, the last reported trading price of the Common Stock on such date, or (iii) if there shall have been no trading on such date or if the Common Stock is not so exerciseddesignated, the average of the closing bid and asked prices of the Common Stock on such date as shown by the NASD automated quotation system, or (iv) if such Common Stock is not then listed or admitted for trading on any national exchange or quoted in the over-the-counter market, the higher of (x) the book value thereof as determined by any firm of independent public accountants of recognized standing selected by the Board of Directors of the Corporation as of the last day of any month ending within 60 days preceding the date as of which the determination is to be made and (y) the fair value thereof (as of a date which is within 20 days of the date as of which the determination is to be made) determined in good faith by the Board of Directors of the Corporation.

Exercise of Warrants. (a) Subject Upon presentation and surrender at the principal executive office of the Company of this Warrant during the Exercise Period, along with the Election to Purchase form attached here to as Exhibit A duly executed, together with a check to the last paragraph Company in the amount of this Section 1the Exercise Price multiplied by the number of shares of Common Stock being purchased, the Warrants evidenced hereby Company will cause its Transfer Agent to deliver to the holder hereof, certificates of Common Stock which in the aggregate represent the number of shares of Common Stock being purchased. This Warrant may be partially exercised and, in the case of such partial exercise, the Company, upon surrender hereof, will deliver to the Holder a new Warrant representing the number of shares which have not been exercised. (b) If at any time after the six month anniversary of the Initial Exercise Date set forth above, or any successor provision then in effect, there is no effective registration statement registering, or no current prospectus available for, the resale of the shares of Common Stock underlying this Warrant by the Holder, then this Warrant may also be exercised, in whole or in part, solely with respect to such unregistered shares of Common Stock, at such time by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office means of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names “cashless exercise” in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable entitled to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with receive a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such underlying this Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing [(xA-B) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid X)] by (yA), where: (A) = the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise VWAP (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day trading day immediately preceding the date on which immediately precedes the day of Holder elects to exercise of the Warrants. An exercise this Warrant by means of a Warrant “cashless exercise,” as set forth in accordance with clause (iii) is herein referred the applicable Election to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), Purchase; (B) and (C) are collectively referred to herein = the Exercise Price of this Warrant, as the "Warrant Exercise Documentation."may be adjusted hereunder; and (bX) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing = the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall underlying this Warrant that would be issued, but issuable upon exercise of this Warrant in lieu thereof accordance with the Company shall pay terms of this Warrant if such exercise were by means of a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise rather than a cashless exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the The Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and exercised prior to the Expiration Date upon delivery (as hereinafter defined) at the Exercise Price at any time and from time to time subject to the Company at the principal executive office limits on ownership of the Company stock set forth in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with Company Charter and the provisions of this Section 1 2.4. The Warrants shall expire at 5:00 p.m., New York City time, on March 2, 2001 (the "Expiration Date"). The Warrants may be exercised by surrendering the Warrant Certificates representing such Warrants to the Company at its address set forth in Section 4.5, together with the Election to Purchase duly completed and specifying executed, accompanied by payment in full, as set forth below, to the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment Company of the Exercise Price for each Warrant Share with respect to which such Warrants, which Warrants are being exercised. Such Exercise Price shall be payable paid in full by any one or any combination of the following: (i) cash; cash or a certified check or a wire transfer in same day funds in an amount equal to the Exercise Price multiplied by the number of Warrant Shares then being purchased or (ii) certified or official bank check payable delivery to the order Company of that number of Common Shares having a Market Value equal to the Company; (iii) Exercise Price multiplied by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) Shares then being purchased. In the alternative, the Holder of a Warrant Certificate may exercise its right to purchase some or Warrants (represented by one or more relevant all of the Warrant Certificates)Shares subject to such Warrant Certificate, and on a net basis, such that, without the payment exchange of the Exercise Price in cashany funds, in return for the delivery to the surrendering such Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by receives that number of shares Warrant Shares subscribed to pursuant to such Election to Purchase less that number of Common Stock equal to the quotient obtained by dividing (x) the Shares having an aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock Value on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) Exercise Date equal to the aggregate Exercise Price to be paid, that are either held would otherwise have been paid by the such Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price number of Warrant Shares subscribed to pursuant to such Election to Purchase (a "Net Cashless Exercise"). Notwithstanding any other provision of this Agreement, no Warrant Shares shall be issued in connection respect of any exercise of a Warrant by any Holder to the extent that the ownership or right to acquire Warrant Shares pursuant to such exercise by such Holder would: (a) for so long as the Company is in compliance with an In-Kind Exercise the REIT Requirements (as defined below) ), cause the Company to violate the REIT Requirements and such Holder shall be deemed have no right under this Agreement or the Warrants to have a value equal acquire Warrant Shares to the Market Price extent that such acquisition could cause such Holder to beneficially own (as such term is defined under the Internal Revenue Code of one Share of Common Stock on 1986, as amended (the Business Day which immediately precedes the day of exercise "Code") for purposes of the Warrants. An exercise REIT Requirements) Warrant Shares in excess of a Warrant in accordance with clause the Ownership Limit (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (Adefined below), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation."; (b) As promptly otherwise be prohibited under the Company's Amended and Restates Articles of Incorporation (as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause amended from time to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time.); or (c) The Company shall pay all expenses incurred by otherwise cause the Company to be in connection with and taxes and other governmental charges (other than income taxes violation of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced herebyREIT Requirements. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to During the last paragraph of this Section 1period commencing one year after the Closing Date and ending at 5:00 p.m. Midland, the Texas time on November 20, 2006, Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time or exercised from time to time, on time as to all or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office any portion of the Company whole number of shares of Warrant Stock by the holder thereof upon surrender of the Warrant(s), accompanied by a subscription for shares to be purchased in the United States of America, of (A) this Warrant Certificate, (B) form attached hereto as Exhibit B and by cash or by a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank cashier’s check payable to the order of the Company; (iii) Company in the amount obtained by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to multiplying the number of shares of Warrant Stock as to which the Common Stock for which such Warrant is exercisable being exercised (as so designated by the holder) by the Purchase Price, delivered to the Company at its principal office at ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Suite 465, Midland, Texas 79701, and such holder shall thereupon be entitled to receive pursuant to Section 4 of this Agreement the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Warrant Stock to which such holder is entitled upon such exercise of the Warrant (subject to any adjustments in the number or character thereof required by Sections 6 and 7 of this Agreement) plus all other stock and Other Securities and property (including cash, where applicable) to which such holder is then entitled pursuant to Sections 6 and 7 of this Agreement. (b) Notwithstanding anything to the contrary contained in this Section 3, any holder may elect to exercise any Warrant in whole or in part by receiving shares of Warrant Stock equal to the quotient obtained by dividing value (xdetermined below) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; Warrant (or any part hereof), upon surrender of the Warrant (ivor any part thereof) by at the delivery office or agency described in Section 3(a) above, together with notice of such election, specifying the part of the Warrant so surrendered, in which event the Company shall issue and deliver to the holder a number of shares of Warrant Stock determined using the Common Stock having a value following formula: X = (as defined by the next sentenceY) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (-B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.Where

Exercise of Warrants. At any time on or after the earlier of (ax) Subject April 5, 2001, (y) the effectiveness of the Initial Public Offering (as hereinafter defined) and (z) a merger of the Company with or into any other corporation, the conveyance transfer or lease of substantially all of its assets in a single transaction or series of transactions, or a sale, in one or more transactions of more than 50% of the Common Stock of the Company on a fully diluted basis; and prior to the last paragraph Expiration Date, the holder of this Section 1, Warrant may exercise the Warrants rights evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time or from time surrender of this Warrant, with an election to timepurchase (a form of which is attached hereto in Exhibit A) attached thereto duly executed, on or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive its office of the Company referred to in the United States of AmericaSection 5.03 hereof, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance together with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price (payable as set forth below) for such Warrants, each share of Common Stock as to which this Warrant is exercised. The Exercise Price shall be payable (a) in cash or by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to the account of the Company; , (iiib) by the surrender (which surrender shall be evidenced by cancellation of the number delivery of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder Company for cancellation in accordance with the following formula: in exchange for each share of Common Stock issuable upon exercise of each Warrant any holder thereof so delivers for cancellation, such holder shall receive such number of shares of Common Stock as is equal to the number product of shares of (i) the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid issuable upon exercise of such Warrant at such time multiplied by (yii) a fraction, the numerator of which is the Fair Market Price of one Share Value per share of Common Stock on at such time minus the Business Day Exercise Price per share of Common Stock at such time, and the denominator of which immediately precedes is the day Fair Market Value per share of exercise of the Warrant; Common Stock at such time, or (ivc) by cancellation of amounts outstanding (whether in respect of principal or interest) under the delivery of shares of the Common Stock having a value (as defined by the next sentence) Notes in an amount equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified to be purchased on such date upon delivery of such Notes to the Company for cancellation and reissuance in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timeappropriate lesser principal amounts. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph of The rights represented by this Section 1, the Warrants evidenced hereby Warrant may be exercisedexercised by the Holder, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior delivering to the Expiration Date upon delivery Company, at its office maintained for such purpose pursuant to Section 11.01, (i) a written notice of the Holder's election to exercise this Warrant (or any portion thereof), which notice shall specify the number of Warrant Shares to be purchased pursuant to such exercise, (ii) a certified or bank check or checks payable to the Company at in an aggregate amount equal to the principal executive office aggregate Exercise Price for the number of the Company Warrant Shares specified in the United States of Americaclause (i) above, of and (Aiii) this Warrant Certificate. (b) Notwithstanding Section 2.03(a), (B) at the election of the Holder, which election shall be set forth in a written notice stating that such Holder elects to the Company together with this Warrant Certificate, this Warrant may be exercised (in whole or in part) by means of a cashless exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying procedure whereby the number of Warrants being exercised and the name or names in which Warrant Shares issued to the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for upon such Warrants, which cashless exercise shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (A) the product of (x) the aggregate Market Value per share of Common Stock as of the trading day immediately preceding the date such notice is given to the Company (the "Exercise Date") less the Exercise Price (assuming no Cashless Exercise) to be paid on such Exercise Date, multiplied by (y) the Market Price number of one Share of Common Stock on Warrant Shares as to which the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price Holder elects to be paidissued pursuant to this Section 2.03(b) (which election shall reduce the number of Warrant Shares available for any subsequent exercise), that are either held divided by (B) the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any Market Value per share of Common Stock delivered as payment for of the trading day immediately preceding such Exercise Price in connection with an In-Kind Exercise (as defined belowDate. The number of Warrant Shares issued pursuant to this Section 2.03(b) shall be deemed excluded from the calculation of the amount paid pursuant to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day Section 2.03(a)(ii) above. (c) Each notice of exercise shall be in substantially the form of exercise attached to this Warrant Certificate. Upon receipt thereof, the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to Company shall, as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, practicable and in any event within five (5) 10 Business Days after receipt of the Warrant Exercise Documentationthereafter, the Company shall deliver or cause to be executed and delivered (A) to such Holder a stock certificate or certificates representing the aggregate number of duly and validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise DocumentationShares issuable upon such exercise, (B) if applicable, cash in lieu free and clear of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timeLiens. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject 2.1 The Warrants represented by this Warrant Certificate may be exercised by the Holder at any time prior to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercisedExpiry Time, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior delivering to the Expiration Date upon delivery registered office of the Company, at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, during its normal business hours: (a) a duly completed and executed Notice of Exercise in the form attached to this Warrant Certificate; (b) a wire transfer, certified cheque or bank draft payable in United States Dollars to or to the Company at the principal executive office order of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants being exercised; and (c) this Warrant Certificate. 2.2 Subject to the terms of this Warrant Certificate, upon exercise of Warrants, the person or persons in whose name or names the Common Shares issuable upon exercise of the Warrants are to be issued shall be deemed immediately for all purposes to be the holder or holders of record of such Common Shares and the Company will cause a certificate or certificates representing the Common Shares and, if applicable, any unexercised Warrants, to be delivered or mailed to the person or persons at the address or addresses specified in the applicable Notice of Exercise within seven days of receipt of the documents referred to in Section 2.1 above. 2.3 No fractional shares shall be issued and if the exercise of the Warrants represented hereby would result in the Holder being entitled to receive a fraction of a share, the Company shall instead issue upon the exercise the next lower whole number of Common Shares; provided, that such entitlement of the Holder to a fractional share may subsequently be exercised in combination with other rights which, in the aggregate, entitle the Holder to purchase a whole number of Common Shares. The Holder may from time to time subscribe for and purchase any lesser number of Common Shares than the number of Common Shares expressed in this Warrant Certificate. In the event that the Holder subscribes for and purchases any such lesser number of Common Shares prior to the Expiry Time, the Holder shall be entitled to receive a replacement certificate representing the unexercised balance of the Warrants. 2.4 The Company covenants and agrees that: (a) all Common Shares issued upon the exercise of the rights represented by any this Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates)will, and without the upon payment of the Exercise Price in cashtherefor, in return for the delivery to the surrendering Holder be duly authorized and validly issued as fully paid and non-assessable Common Shares, free and clear of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paidall liens, that are either held by the Holder or are acquired in connection with such exercise, charges and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation."encumbrances; (b) As promptly as practicable, from and in any event after the date of this Warrant Certificate and otherwise during the period within five (5) Business Days after receipt of which the rights represented by this Warrant Exercise DocumentationCertificate may be exercised, the Company shall deliver or cause will at all times (to be delivered (Athe extent necessary under applicable corporate law) certificates representing the have authorized and reserved for issuance a sufficient number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, Shares to provide for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. represented by this Warrant Certificate; and (c) until the earlier of the Expiry Time or such time as the Warrants cease to be outstanding, it will use its commercially reasonable efforts to maintain (i) the listing of the Common Shares on the Principal Trading Market, if applicable, and (ii) its status as a "reporting company" (or the equivalent thereof) not in default under the Securities Laws and file with and pay to the securities regulatory authorities in each of the jurisdiction wherein it is a "reporting company" or as may otherwise be required in a timely manner all reports and other documents required to be filed and all fees required to be paid by the Company under the Securities Laws. 2.5 If the Warrants represented by this Warrant Certificate have not been exercised prior to the Expiry Time, all rights under the Warrants represented hereby shall wholly cease and terminate and the Warrants shall be void and of no effect. 2.6 The Company shall not certificate or certificates representing the Common Shares to be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stockissued upon such exercise will, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied required by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exerciseSecurities Laws, bear legends substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). If more than one THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR: (1A) such Warrant shall be exercised by the holder thereof at the same timeTO THE ISSUER, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised(B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITH THE PRIOR CONSENT OF THE ISSUER, IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS,;AND ONLY AFTER THE HOLDER HAS FURNISHED TO THE ISSUER AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE ISSUER PRIOR TO SUCH OFFER, SALE, PLEDGE OR TRANSFER." THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED PURSUANT TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Exercise of Warrants. (a) Subject to the last paragraph All or any part of this Section 1, the Warrants evidenced hereby may Warrant shall be exercised, in whole or in part, exercisable by the registered Holder hereof in any manner permitted by this Warrant (including Section 11) at any time or and from time to time, time during the Exercise Window on or after the date hereof Initial Exercise Date and prior to on or before the Expiration Date upon delivery Termination Date. (b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 (the “Exercise Notice”), completed and duly signed, of the Holder’s election to exercise this Warrant for, at the principal executive office of the Company in the United States of AmericaHolder’s sole discretion, of either (A) this Warrant Certificate, Shares or (B) pre-funded warrants to purchase a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares Warrant Shares as to which this Warrant is being exercised in the form of the Common Stock for which such pre-funded warrant attached as Exhibit B to that certain Securities Purchase Agreement, dated August 4, 2025, by and among the Company and the Investors party thereto (the “Pre-Funded Warrants”), with an exercise price per share equal to $0.0001, and (ii) if this Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paidexercised for Warrant Shares, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by Warrant Shares as to which this Warrant Certificateis being exercised or, if this Warrant is being exercised for Pre-Funded Warrants, the Exercise Price, less $0.0001, multiplied by the number of Pre-Funded Warrants then as to which this Warrant is being exercised and/or used (either of which may take the form of a “cashless exercise” if permitted under Section 10 below and so indicated in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on Exercise Notice), and the date on which the last of such items is delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant Exercise Documentation so that and issuance of a New Warrant evidencing the Person entitled right to receive shares purchase the remaining number of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timeWarrant Shares or Pre-Funded Warrants, if any. (c) The Company shall pay all expenses incurred Holder and any assignee, by the Company in connection with acceptance of this Warrant, acknowledge and taxes and other governmental charges (other than income taxes agree that, by reason of the Holder) that may be imposed in respect ofprovisions of this section, following the issue or delivery purchase of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder a portion of the Warrant evidenced hereby. (d) In connection with the exercise of any Shares or Pre-Funded Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same timehereunder, the number of full shares of Common Stock issuable on such exercise shall Warrant Shares or Pre-Funded Warrants available for purchase hereunder at any given time may be computed less than the amount stated on the basis of the total number of Warrants so exercisedface hereof.

Exercise of Warrants. (a) Subject to During the last paragraph of this Section 1period commencing one year after the Closing Date and ending at 5:00 p.m. Midland, the Texas time on December 23, 2008, Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time or exercised from time to time, on time as to all or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office any portion of the Company whole number of shares of Warrant Stock by the holder thereof upon surrender of the Warrant(s), accompanied by a subscription for shares to be purchased in the United States of America, of (A) this Warrant Certificate, (B) form attached hereto as Exhibit B and by cash or by a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank cashier's check payable to the order of the Company; (iii) Company in the amount obtained by multiplying the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Warrant Stock as to which the Warrant is being exercised (as so designated by the holder) by the Purchase Price, delivered to the Company at its principal office at ▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and such holder shall thereupon be entitled to receive pursuant to Section 4 of this Agreement the number of shares of Warrant Stock to which such holder is entitled upon such exercise of the Warrant (subject to any adjustments in the number or character thereof required by Sections 6 and 7 of this Agreement) plus all other stock and Other Securities and property (including cash, where applicable) to which such holder is then entitled pursuant to Sections 6 and 7 of this Agreement. (b) Notwithstanding anything to the contrary contained in this Section 3, any holder may elect to exercise any Warrant in whole or in part by receiving shares of Warrant Stock equal to the value (determined below) of the Warrant (or any part hereof), upon surrender of the Warrant (or any part thereof) at the office or agency described in Section 3(a) above, together with notice of such election, specifying the part of the Warrant so surrendered, in which event the Company shall issue and deliver to the holder a number of shares of Warrant Stock determined using the following formula: X = (Y) (A-B) ------- A where X = the number of shares of Warrant Stock to be issued to the holder of the Warrant; Y = the number of shares of Warrant Stock purchasable under the Warrant, or portion of the Warrant, surrendered; A = the Current Market Value per share of the Warrant Stock, determined pursuant to Section 4 of this Agreement; and B = the then current Purchase Price per share of Warrant Stock. (c) Upon any partial exercise of Warrants, the Company at its expense will forthwith issue and deliver to or upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the name of the holder thereof or as such holder (upon payment by such holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal to the number of such shares called for on the face of the Common Stock for which such Warrant is exercisable as of minus the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of such shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) have previously been designated by the delivery holder in the form of shares of subscription at the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired end hereof in connection with such exercise, and without payment of previous exercises by the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise holder. (as defined belowd) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of Each exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at effected immediately prior to the close of business on the date of delivery of on which the Warrant Exercise Documentation so that Warrants shall have been surrendered to the Person entitled to receive Company in accordance with this Section 3, and at such time the person or persons in whose name or names any certificate for shares of Common Warrant Stock (or Other Securities) shall be issuable upon such exercise shall be treated for all purposes as having deemed to have become the holder or holders of record holder of such shares of Common Stock at such timethereof. (ce) The Company Appropriate adjustments as provided in this Agreement shall pay all expenses incurred by the Company be made in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay reflect any tax or other charge imposed in connection with any transfer involved change in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions number of shares of Common Warrant Stock shall or amount of Other Securities for which the Warrants may be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph provisions of Section 3.4 hereof, a Warrant that is exercisable under this Section 1, the Warrants evidenced hereby Agreement may be exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date exercised upon delivery surrender to the Company at the its principal executive office of the certificate or certificates evidencing the Warrant or Warrants to be exercised, together with the Purchase Form on the reverse thereof duly filled in and signed, which signature (if not the Purchaser) shall be guaranteed by a bank or trust company or a broker or dealer which is a member of the National Association of Securities Dealers, Inc., and upon payment to the Company of the Warrant Price as defined in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby and determined in accordance with the provisions of this Section 1 and specifying 7 hereof for the number of Warrant Shares in respect of which such Warrants being are then exercised and (the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment "Exercise Amount"). Payment of the Exercise Price for such Warrants, which Amount shall be payable by any one or any combination of the following: made (i) cash; (ii) certified or official bank check payable by payment to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price Company in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or by certified or official bank check, or by wire transfer of the Exercise Amount, (ii) reduced by that number surrender to the Company for cancellation of shares securities (which may include Warrant Shares received in respect of Common Stock such Warrants being exercised) of the Company having a Market Price (as hereinafter defined) on the date of exercise equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the WarrantAmount; or (iviii) by the delivery of shares a combination of the Common Stock having a value methods described in clauses (as defined by i) and (ii) above, in each case at the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment option of the Exercise Price in cashHolder. Any For purposes hereof, the term "Market Price" shall mean (1) the average of the daily closing price of a share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise or other securities of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common StockCompany, as the case may be, in for the 15 consecutive trading days preceding the date the Warrant is presented for exercise on the principal national securities exchange on which the Common Stock, or securities are listed or admitted to trading or, (2) if not listed or admitted to trading on any name other than that national securities exchange, the average of the registered holder reported bid and asked prices during such 15 trading day period in the over-the-counter market as furnished by the National Quotation Bureau, Inc., or, if such firm is not then engaged in the business of reporting such prices, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the Company or, (3) if the Common Stock or securities are not publicly traded, the Market Price for such day shall be the fair market value thereof determined jointly by the Company and the Holder; provided, however, that if pursuant to this subclause (3) such parties are unable to reach agreement within a reasonable period of time, the Market Price shall be determined in good faith by the independent investment banking firm selected jointly by the Company and the Holder or, if that selection cannot be made within 15 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. Subject to Section 3.4 and Section 4 hereof, upon the surrender of a Warrant that is exercisable under this Agreement and payment of the Warrant evidenced hereby. Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch (dbut in not event later than (i) In connection with 5 business days after payment is received if payment is made in immediately available funds or by the surrender of securities and (ii) 10 business days after payment is received if payment is not made in immediately available funds or by the surrender of securities) to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 8 hereof, in respect of any Warrants evidenced herebyfractional Warrant Shares otherwise issuable upon such surrender. If permitted by applicable law, no fractions to the extent that the Warrant Price consideration consists solely of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment securities (which may include Warrant Shares received in respect of such fractional interest in an amount equal Warrants being exercised) of the Company, the Warrant Shares so acquired (together with the related certificate or certificates) shall be deemed to such fractional interest multiplied have been acquired as of the date hereof. The rights of purchase represented by the Market Price for one Share Warrants shall be exercisable, at the election of Common Stock the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of less than all of the Warrant Shares purchasable on exercise at any time prior to the Business Day date of expiration of the Warrants, 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 to purchase the remaining Warrant Shares, which immediately precedes the day of exercise. If more than one (1) such new Warrant shall in all other respects be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercisedidentical to this Warrant.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby The rights represented by any Warrant issued pursuant hereto may be exercisedexercised by the Holder thereof, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior delivering to the Expiration Date upon delivery Warrant Office: (i) the Warrant, together with a properly completed Election to Purchase in the Company form attached thereto; (ii) at the principal executive office Holders' option, either a check or bank draft in the amount of the Company in aggregate Exercise Price for the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment purchased, Common Stock, preferred stock, or Warrants or other securities of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with Issuer having a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price for the shares of Common Stock to be paid, that are either held by purchased. For purposes of this Section 4: (I) the Holder or are acquired in connection with such exercise, and without payment of the Exercise Market Price in cash. Any per share of Common Stock delivered as payment for at any time shall be determined in accordance with the definition of Market Price, (II) the Market Price per Warrant at any time shall be the Market Price per share of Common Stock minus the Exercise Price then in connection effect, and (III) the Market Price of other securities shall be as reasonably determined by the Issuer's Board of Directors in accordance with an In-Kind Exercise the principles set forth in the definition of Market Price; and (iii) any representations or documents or information from the Holder of the Warrants that the Issuer may reasonably require in order comply with the requirements of the Securities Act with respect of such issuance and in order to comply with the provisions of Section 7(c) of this Agreement. Upon such exercise the Issuer shall issue and deliver to or to the order of the registered Holder(s) of such Warrant, and in such name or names as defined belowsuch registered Holder(s) may designate, one or more stock certificate(s) for the Warrant Shares to be issued upon such exercise of such Warrant. Any person(s) so designated to be named therein shall be deemed to have a value equal to become the Market Price Holder(s) of one Share record of Common Stock on the Business Day which immediately precedes the day such Warrant Shares as of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery to the Issuer at the Warrant Office of the Warrant and the Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes Price therefor as having become the record holder of such shares of Common Stock at such timeprovided in clauses (i) and (ii) above. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at At any time or and from time to time, time on or and after the first anniversary of the date hereof and prior to expiring on the Expiration Date upon delivery to the Company at the principal executive office fifth anniversary of the Company in effective date of the United States public offering of Americathe Common Stock at 5:00 p.m., of (A) this Warrant CertificateOklahoma City, (B) a written notice stating that such Holder elects Oklahoma time, except as otherwise necessary to exercise your registration rights under Section 7, Warrants may be exercised as to all or any portion of the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the whole number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be issued purchased in the form attached hereto as Exhibit B and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank a check payable to the order of the Company; (iii) by Company in the surrender (which surrender shall be evidenced by cancellation amount required for purchase of the number of shares as to which the Warrant is being exercised, delivered to the Company at its principal office at 1210▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇tention: President. Warrants represented by may also be exercised from time to time, without any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without payment required for the payment purchase of the Exercise Price in cashshares as to which the Warrant is being exercised, in return for as to all or any portion of the delivery to the surrendering Holder of such number of shares of Common Stock equal to covered by the number of shares Warrant(s) by the holder thereof by surrender of the Common Stock Warrants, accompanied by a subscription for shares in the form attached as Exhibit C, pursuant to which the holder thereof will be entitled to receive upon such Warrant is exercisable as surrender of the date of exercise Warrant(s) (if the Exercise Price were being paid in cash or certified or official bank checkand without any further payment) reduced by that number of shares of Common Stock equal to the quotient obtained product of the number of shares of Common Stock obtainable upon exercise of the Warrant(s) (or the portion thereof as to which the exercise relates) multiplied by dividing a fraction: (xi) the aggregate Exercise Price numerator of which shall be the difference between the then Current Value (assuming no Cashless Exerciseas defined in this Section 5 and Section 7(d)) to be paid by (y) the Market Price of one Share full share of Common Stock on the Business Day which immediately precedes the day date of exercise of and the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercisePrice, and without payment (ii) the denominator of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) which shall be deemed to have a value equal to the Market Price Current Value of one Share full share of Common Stock on the Business Day which immediately precedes date of exercise. Upon the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant whole or in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and considerationpart, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event Company will within five (5) Business Days after receipt of days thereafter, at its expense (including the Warrant Exercise Documentation, payment by the Company shall deliver of any applicable issue or transfer taxes), cause to be issued in the name of and delivered (A) to the Warrant holder a certificate or certificates representing for the number of validly issued, fully paid and nonassessable non-assessable shares of Common Stock specified in to which such holder is entitled upon exercise of the Warrant Exercise DocumentationWarrant. In the event such holder is entitled to a fractional share, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise thereof such holder shall be deemed paid a cash amount equal to have been made at such fraction, multiplied by the close Current Value of business one full shares of Common Stock on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive exercise. Certificates for shares of Common Stock upon such issuable by reason of the exercise of the Warrant or Warrants shall be treated for all purposes dated and shall be effective as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed date of the surrendering of the Warrant for exercise, notwithstanding any delays in respect ofthe actual execution, the issue issuance or delivery of any the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon the exercise of all Warrants held by such person, the Warrants evidenced hereby. The Company shall not be required, however, issue a new Warrant to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with so exercised covering the exercise of any Warrants evidenced hereby, no fractions aggregate number of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal as to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercisedremain unexercised.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the registered Holder hereof at any time or from time to time after sixty (60) days from the Issue Date, but on or before 5:00 p.m., New York City time, on or after the date hereof and prior to the Warrant Expiration Date Date, upon delivery to the Company at the principal executive office of the Company in the United States of America, of (Aa) this Warrant Certificate, (Bb) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the such Holder wishes the certificate or certificates for shares of Common Stock to be issued and (Cc) payment of the Exercise Price for the shares of Common Stock issuable upon exercise of such Warrants, which shall be payable by any one or any combination of the following: (i) cash; , (ii) certified or official bank check payable to the order of the Company; , (iii) by the surrender (which surrender shall be evidenced by cancellation of the relevant number of Warrants represented by any Warrant Certificate certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificatescertificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable exercised as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank checkcash) reduced by that number of shares of Common Stock equal to the quotient obtained number of shares for which such Warrant is exercised multiplied by dividing a fraction, the numerator of which is (xA) the aggregate Exercise Price and the denominator of which is (assuming no Cashless Exercise) to be paid by (yB) the Market Price of one Share share of Common Stock on the Business Day which that immediately precedes the day of exercise of the Warrant; Warrant or (iv) by the delivery of shares of the Common Stock having a value (as defined by that are valued at the next sentence) equal to Market Price on the aggregate Exercise Price to be paid, Business Day immediately preceding the day of the exercise of the Warrant that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for of the Exercise Price in connection with an In-–Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share share of Common Stock on the Business Day which that immediately precedes the day of exercise of the WarrantsWarrant. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "“Cashless Exercise" ” and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "“In-–Kind Exercise." ” The documentation and consideration, if any, delivered in accordance with subsections clauses (Aa), (Bb) and (Cc) of this paragraph above are collectively referred to herein as the "“Warrant Exercise Documentation." (b) ” For the purposes of this Section 1, Market Price shall be calculated without reference to the last sentence of the definition thereof. As promptly as practicable, and in any event within five two (52) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified issuable in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter providedconnection with such exercise, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exerciseexercised, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exerciseor surrendered; provided, however, that no new Warrant Certificate need be delivered if the Warrant Expiration Date has occurred. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) . The Company shall pay all expenses incurred by the Company in connection with with, and all taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, of the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, Stock in any name other than that of the registered holder Holder of the Warrant Warrants evidenced hereby. (d) . In connection with the exercise of any Warrants evidenced hereby, at the Company’s option, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall may elect to pay a cash adjustment in respect of such fractional interest in an amount equal to any such fractional interest multiplied by the current Market Price for one Share per share of Common Stock on the Business Day which immediately that precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder Holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph subsection (b) of this Section 1, upon presentation and surrender of this Warrant Agreement, with the Warrants evidenced hereby may be exercisedattached Purchase Form duly executed, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office of the Company, or at such other place as the Company in the United States of America, of (A) this Warrant Certificate, (B) a may designate by written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrantshereof, which shall be payable by any one or any combination of the following: (i) cash; (ii) together with a certified or official bank cashier's check payable to the order of the Company; (iii) by Company in the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment amount of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to times the number of shares of Shares being purchased (or in the Common Stock for which such Warrant is exercisable as of the date case of exercise pursuant to Section 1(c)(i) or (if ii), as set forth in such sections), the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal Company shall deliver to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paidHolder hereof, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentationdays, the Company shall deliver or cause to be delivered (A) certificates representing the Shares being purchased. This Warrant may be exercised in whole or in part; and, in case of exercise hereof in part only, the Company, upon surrender hereof, will deliver to the Holder a new Warrant Agreement or Warrant Agreements of like tenor entitling the Holder to purchase the number of validly issuedShares as to which this Warrant has not been exercised at the same Exercise Price as determined by this Warrant Agreement. (b) This Warrant may be exercised, fully paid and nonassessable as to any shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by pursuant to this Warrant CertificateAgreement, less at a price of $0.32 per share (the number "Exercise Price"). Holder shall have right to purchase 48,000 shares of Warrants then being exercised and/or used in a Cashless ExerciseCommon Stock underlying this Warrant Agreement beginning December 2, 2002. Such exercise The Warrant shall be deemed to have been made at expire upon the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timeDecember 2, 2007. (c) The Company Exercise Price shall pay all expenses incurred by be payable at the Company in connection with and taxes and other governmental charges (other than income taxes time of the Holder) that exercise. The Exercise Price may be imposed paid in respect of, the issue cash (by cashiers' check) or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. by: (di) In connection with the exercise of any Warrants evidenced hereby, no fractions surrender of shares of Common Stock shall of the Company already owned by the Holder, or (ii) by converting this Warrant Agreement into Shares as provided in this Section 1(c)(ii), each election to be issuedeffected by surrender of this Warrant Agreement to the Company, but together with the Net Issuance Exercise Notice in lieu thereof the form attached hereto indicating such election, in which case the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal issue to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, Holder the number of full shares Shares determined as follows: X = Y (A-B) Where: X = the number of Shares to be issued ------- A Y = the number of Shares as to which the Warrant Agreement is being exercised A = the Fair Market Value (as defined below) of one Share B = Exercise Price For purposes of the above calculations, the Fair Market Value of a Share shall be determined as of the time of exercise to be equal to the average of the closing bid and asked prices of the Common Stock issuable on such exercise shall be computed as quoted in the Over-the-Counter Market Summary or the last reported sale price of the Common Stock quoted on the basis of American Stock Exchange or the total number of Warrants so exercisedclosing price on any exchange on which the Common Stock is then listed.

Exercise of Warrants. (a) Subject to The Warrants shall be exchangeable by the last paragraph of this Section 1, the Warrants evidenced hereby may be exercisedholder hereof, in whole or in part, part and subject to the terms hereof at any time from the date hereof to and including the date (the "EXPIRATION DATE") five years following the IPO Effective Date (as defined in subsection (d) below). Each Warrant shall initially be exchangeable for one share of Common Stock at the Exercise Price (as defined below) or in a cashless exchange for a reduced number of shares (the "NET ISSUABLE EXCHANGE") as determined by the Holder hereof Exchange Formula (as defined in subsection (b) below). The exercise price for Common Stock issued upon exercise of the Warrants (the "EXERCISE PRICE") shall be equal to (i) the Market Price (as defined in subsection 37 2 (d) below) upon such exercise date if the IPO shall not have occurred prior to such exercise date or, (ii) the IPO Price (as defined in subsection (d) below) if the IPO shall have occurred on or prior to such exercise date. The Warrants will be exercisable upon surrender of this Warrant Certificate to the Company at its principal office in Florida identified in Section 16 at any time during usual business hours, accompanied by the Form of Election to Exercise attached hereto, duly executed by the holder of such Warrant. (b) In addition to and without limiting the rights of the holder of any Warrant under the terms of this Warrant Certificate the holder of any Warrant shall have the right (the "CONVERSION RIGHT") to convert the Warrants into shares of Common Stock as provided in subsections (b) through (d) of this Section 1 at any time or from time to time, on or after the date hereof and time prior to the Expiration Date upon delivery to the Company at the principal executive office of such Warrants. Upon exercise of the Company in the United States of America, of (A) this Warrant Certificate, (B) Conversion Right with respect to a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such particular number of shares of Common Stock equal subject to this Warrant Certificate (the "CONVERTED WARRANT SHARES"), the Company shall deliver to the number holder of shares Warrants, without payment by the holder of the Common Stock for which such Warrant is exercisable as of the date of any exercise (if the Exercise Price were being paid in price or any cash or certified or official bank check) reduced by other consideration, that number of shares of Common Stock equal to the quotient obtained by dividing the Net Value (xas hereinafter defined) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) Converted Warrant Shares by the delivery of shares of the Common Stock having a fair market value (as defined by the next sentencein section (d) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment below) of the Exercise Price in cash. Any a single share of Common Stock delivered Stock, determined in each case as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes Conversion Date (as having become the record holder of such shares of Common Stock at such time. defined in subsection (c) below). The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes "NET VALUE" of the HolderConverted Warrant Shares shall be determined by subtracting the aggregate Exercise Price of the Converted Warrant Shares from the aggregate fair market value (as defined in subsection (d) that may below) of the Converted Warrant Shares. No fractional shares shall be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not Conversion Right, and if the number of shares to be required, however, to pay any tax or other charge imposed issued in connection accordance with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name foregoing formula is other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced herebya whole number, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect to the holder of such fractional interest in the relevant Warrants an amount in cash equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis fair market value of the total number of Warrants so exercisedresulting fractional share.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, This Warrant is exercisable in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company part at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares Exercise Price per share of Common Stock to be issued and (C) payment of the Exercise Price for such Warrantspayable hereunder, which shall be payable in cash or by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable check, or, if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") (or, if after the registration statement covering the Warrant Shares is declared effective, sales of the Warrant Shares may not be made thereunder for any reason), by "cashless exercise," by means of tendering this Warrant to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with Company to receive a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the difference between the Market Value of the shares of Common Stock issuable upon exercise of this Warrant and the product of the number of shares issuable upon exercise and the Exercise Price, divided by the Market Value Per Share. For example, if Holder receives a warrant to purchase 1,500,000 shares of Common Stock at an Exercise Price of $1.00 and decides to use the "cashless exercise" method to exercise its option to purchase all 1,500,000 shares at a time when the Company's Common Stock has a Market Value Per Share of $10.00, Holder would receive 1,350,000 shares of Common Stock upon exercise. Upon surrender of this Warrant with the annexed Notice of Exercise Form duly executed, together with payment of the Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. For the purposes of this Section 2, "Market Value" shall be an amount equal to the average closing bid price of a share of Common Stock for which such Warrant is exercisable as the ten (10) days preceding the Company's receipt of the date Notice of exercise (if Exercise Form duly executed multiplied by the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock to be issued upon surrender of this Warrant, and "Market Value Per Share" shall be an amount equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price average closing bid price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise ten (as defined below10) shall be deemed to have a value equal to days preceding the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise Company's receipt of the Warrants. An exercise duly executed Notice of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind ExerciseExercise Form." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicableFor purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and in any event within five (5) Business Days after receipt of acknowledged that the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used Shares issued in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such cashless exercise transaction shall be deemed to have been made at acquired by the close of business Holder and the holding period for the Warrant Shares shall be deemed to have been commenced on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timeissue date. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the The Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof initially are exercisable at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants(subject to adjustment as provided in Section 6 hereof) per share of Common Stock, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank cashier's check payable to the order of the Company; (iii) by PROVIDED, HOWEVER, that the surrender (which surrender Holder shall be evidenced by cancellation have the right, at his or its election, in lieu of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of delivering the Exercise Price in cash, to instruct the Company in return for the delivery form of subscription to retain, in payment of the surrendering Holder of such Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares of as to which the Common Stock for which such Warrant is exercisable then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last 10 trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last 10 trading days before such date or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last 20 trading days before such date. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price were being paid for the shares of Common Stock at the Company's principal offices (currently located at 3811 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇), ▇he Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also referred to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in cash whole or certified in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase all or official bank check) reduced by that part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes be deemed to have become the holder of record of the number of shares of Common Stock equal to from the quotient obtained by dividing (x) date on which the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, Warrant was surrendered and without payment of the Exercise Price in cash. Any share was made irrespective of Common Stock delivered as the date of delivery of such shares, except that, if the date of such surrender and payment for is a date on which the Exercise Price in connection with an In-Kind Exercise (as defined below) stock transfer books of the Company are closed, such person shall be deemed to have a value equal to become the Market Price holder of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable such shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the next succeeding date of delivery of on which the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timestock transfer books are open. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Each Warrant shall entitle (i) in the case of the Book-Entry Warrants, the Registered Holder thereof and (ii) in the case of Warrants held through the book-entry facilities of the Depositary or by or through persons that are direct participants in the Depositary, the Beneficial Holder thereof (the Registered Holders and the Beneficial Holders referenced in clauses (i) and (ii) above, collectively, the “Holders”), subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Warrant Shares specified in such Warrant, at the Exercise Price. (b) Subject to the last paragraph provisions of the Warrants and this Section 1Agreement, the Warrants evidenced hereby Holder of a Warrant may be exercisedexercise such Holder’s right to purchase the Warrant Shares, in whole or in part, by the Holder hereof at any time or from time to timetime (i) in the case of persons who hold Book-Entry Warrants, on by providing an exercise form for the election to exercise such Warrant (each, an “Exercise Form”) substantially in the form of Exhibit B hereto, and (ii) in the case of Warrants held through the book-entry facilities of the Depositary or after by or through persons that are direct participants in the date hereof Depositary, by providing an Exercise Form (as provided by such Holder’s broker) to its broker, in each case properly completed and prior executed by the Registered Holder or the Beneficial Holder thereof, as the case may be, together with payment to the Expiration Date upon delivery to Warrant Agent (for the Company at the principal executive office account of the Company Company), in the United States case of Americaan exercise for cash pursuant to Section 3.2(c), of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby Exercise Amount in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and 3.2(c). (Cc) The payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination made, at the option of the following: Holder, (i) cash; (ii) in United States dollars by certified or official bank check payable to the order of the Company; (iii) , or by wire transfer to an account specified in writing by the surrender (which surrender shall be evidenced by cancellation of Company or the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cashAgent to such Holder, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid either case in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) available funds in an amount equal to the aggregate Exercise Price for such Warrant Shares as specified in the Exercise Form (the “Exercise Amount”) or (ii) by Cashless Exercise in accordance with Section 3.2(d)). (d) In lieu of paying the Exercise Amount by certified or official bank check or by wire transfer, any Holder may, at any time after the earlier of (i) September 30, 2011, or (ii) the Listing Date and for so long as the Warrant Shares continue to be paidlisted on a national securities exchange, that are either held elect to exercise Warrants by authorizing the Company to withhold from issuance a number of Warrant Shares issuable pursuant to the Warrant Certificate evidencing the Warrants being exercised which, when multiplied by the Quoted Price for the trading day immediately prior to the exercise date, is equal to the aggregate Exercise Price of all Warrants being exercised, and such withheld Warrant Shares shall thereupon no longer be issuable under the Warrant (a “Cashless Exercise”). Such exercise shall be honored by the Company and the Warrant Agent without payment by the Holder of any Exercise Amount or are acquired any cash or other consideration; provided, however, that the Holder shall pay such amounts as may be required pursuant to Sections 3.2(k) and 5.2(c), or such taxes as may be payable upon issuance of Warrant Shares to a Person other than the Holder. The formula for determining the number of Warrant Shares to be issued in connection with such exercise, and without payment a Cashless Exercise is as follows: where: X = the number of Warrant Shares issuable upon exercise of the Exercise Price in cashWarrant pursuant to this subsection (d). Any share of Common Stock delivered as payment for A = the Quoted Price. B = the Exercise Price Price. C = the number of Warrant Shares as to which a Warrant is then being exercised including the withheld Warrant Shares. If, with respect to any purported or attempted Cashless Exercise of Warrants, the foregoing calculation results in connection with an In-Kind a negative number, then no Warrant Shares shall be issuable via such purported or attempted Cashless Exercise (as defined below) and such Warrants shall be deemed to have not been exercised. (e) The date on which payment in full of the Exercise Amount is received by the Warrant Agent (or deemed to be received in the case of a value equal Cashless Exercise) shall, subject to receipt of the Exercise Form, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall promptly deposit all funds received by it in payment for the exercise of Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such advice to the Market Price Company in writing. (f) Upon surrender of one Share the Exercise Form and payment of the Exercise Amount (or the deemed payment of the Exercise Amount in connection with a Cashless Exercise) in connection with the exercise of Warrants by any Holder, (i) the Warrant Agent shall requisition from the transfer agent for the Common Stock on (the Business Day which immediately precedes “Transfer Agent”) for issuance and delivery to or upon the day written order of the applicable Holder and in such name or names as the Holder may designate (provided, that the Holder shall pay any and all taxes payable as a result of such designation), a certificate or certificates for the Warrant Shares issuable upon the exercise of the Warrants. An exercise of Warrants evidenced by the underlying Warrant Certificate or Book-Entry Warrant, as the case may be, less any Warrant Shares withheld in connection with a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if anyapplicable, delivered in accordance with subsections (A), (B) and (Cii) are collectively referred to herein the Company shall, as the "Warrant Exercise Documentation." (b) As promptly as practicablepracticable and at its expense, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentationthereafter, the Company shall deliver or cause to be delivered (A) certificates representing issued to the Holder the aggregate number of validly issued, fully paid whole Warrant Shares (rounded down to the nearest whole share) issuable upon such exercise and nonassessable shares deliver to the Holder written confirmation that such Warrant Shares have been duly issued and recorded on the books of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, Company as hereinafter provided, and (C) if less than . The Warrant Shares so issued shall be registered in the full number name of Warrants evidenced hereby are being exercised the Holder or used such other name as shall be designated in a Cashless Exercise, a new the order delivered by the Holder. The certificate or certificates for such Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise Shares shall be deemed to have been made at issued and any person so designated to be named therein shall be deemed to have become the close holder of business on record of such Warrant Shares as of the date of delivery surrender of the applicable Exercise Form at the Warrant Agent Office duly executed by the Holder thereof and upon payment of the Exercise Documentation so that Amount or the Person entitled to receive shares deemed payment of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timeExercise Amount in connection with a Cashless Exercise. (cg) In the event that any Holder makes a partial exercise of the Warrants evidenced by any Warrant Certificate, the Warrant Agent shall issue and deliver a new Warrant Certificate to the applicable Holder evidencing a number of Warrants equal to the number of Warrants represented by the Warrant Certificate immediately prior to such partial exercise minus the number of Warrants exercised in such partial exercise. The Warrant Agent is hereby authorized and directed to countersign such new Certificate. (h) Any exercise of a Warrant pursuant to the terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms. (i) The Company shall pay Warrant Agent shall: (i) examine the Exercise Forms and all expenses incurred other documents delivered to it by or on behalf of Holders as contemplated hereunder to ascertain whether or not, on their face, such Exercise Forms and any such other documents have been executed and completed in accordance with their terms and the Company terms hereof; (ii) where an Exercise Form or any other document appears on its face to have been improperly completed or executed or some other irregularity in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants exists, the Warrant Agent shall endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between Exercise Forms received and delivery of Warrants to the Warrant Agent’s account; (iv) advise the Company no later than three (3) Business Days after receipt of any Exercise Form, of (a) the receipt of such Exercise Form and the number of Warrants evidenced herebythereby that have been exercised in accordance with the terms and conditions of this Agreement, (b) the instructions with respect to delivery of the Warrant Shares deliverable upon such exercise, subject to timely receipt from the Depositary of the necessary information, and (c) such other information as the Company shall reasonably require; and (v) subject to Warrant Shares being made available to the Warrant Agent by or on behalf of the Company for delivery to the Depositary, liaise with the Depositary and endeavor to effect such delivery to the relevant accounts at the Depositary in accordance with its customary requirements. (j) All questions as to the validity, form and sufficiency (including time of receipt) of any exercised Warrant, Exercise Form or the Warrant Certificate evidencing any exercised Warrant will be determined by the Company in its reasonable discretion, which determination shall be final and binding absent any manifest error. The Company reserves the right to reject any and all Exercise Forms not in proper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the Company, be unlawful. Such determination by the Company shall not be requiredfinal and binding on the Holders, howeverabsent manifest error. Moreover, the Company reserves the absolute right to pay waive any of the conditions to the exercise of Warrants or defects in the exercise thereof with regard to any particular exercise of Warrants. Neither the Company nor the Warrant Agent shall be under any duty to give notice to the Holders of the Warrants of any irregularities in any exercise of Warrants, nor shall it incur any liability for the failure to give such notice. (k) Prior to the delivery of any Warrant Shares upon the exercise of a Warrant, the Holder shall pay, or make adequate provision acceptable to the Company for the satisfaction of, the statutory minimum prescribed amount of federal and state income tax or and other charge imposed withholding obligations of the Company, including with respect to any Cashless Exercise permitted hereunder, by having the Company withhold from the number of Warrant Shares otherwise deliverable in connection with any transfer involved in such exercise, a number of Warrant Shares which, when multiplied by the issue Quoted Price, is equal to the amount of any certificate for shares of Common Stocksuch federal and state tax and other withholding obligations, as and such withheld Warrant Shares shall no longer be issuable under the case may be, in any name other than that of the registered holder of the Warrant evidenced herebyWarrant. (dl) In The Company acknowledges that the bank accounts maintained by Computershare in connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall services provided under this Agreement will be issued, but in lieu thereof its name and that Computershare may receive investment earnings therefrom. Neither the Company shall pay a cash adjustment in respect of such fractional nor the Holders will be entitled to receive interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis any deposits of the total number of Warrants so exercisedExercise Price.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercisedThis Warrant is exercisable, in whole or in part, by the Holder hereof part at any time or and from time to time, commencing on the Issue Date; provided, however, that this Warrant may not be exercised for fewer than 50,000 shares of Common Stock or after such lesser number of shares of Common Stock then issuable upon the date hereof and prior exercise in full of this Warrant. Each exercise shall be effected by submitting to the Expiration Date upon Company (either by delivery to the Company at or by facsimile transmission as provided in Section 10 hereof) a completed and duly executed notice of exercise substantially in the principal executive office form attached to this Warrant (a "Notice of Exercise"). The date a Notice of Exercise regarding an exercise is delivered or faxed to the Company in shall be the United States "Exercise Date" with respect to such exercise. Each Notice of America, Exercise shall be executed by the Holder and shall indicate (i) the number of shares then being purchased pursuant to such exercise and (Aii) this Warrant Certificate, (B) a written notice stating that such whether the Holder elects to pay the Exercise Price for the shares being purchased in cash or to make a cashless exercise the Warrants evidenced hereby in accordance with Section 1(c) hereof. Upon delivery of a duly executed Notice of Exercise, together with appropriate payment of the provisions Exercise Price, if any, for the shares of this Section 1 and specifying the number of Warrants Common Stock being exercised and the name or names in which purchased, the Holder wishes the shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. If an exercise represents the exercise in full of this Warrant, the Holder shall tender this Warrant to be issued and the Company within five business days after delivery of the applicable Notice of Exercise. (Cb) payment If the Holder indicates on the Notice of Exercise that it has elected to pay the Exercise Price for such Warrantsthe shares of Common Stock for which the Warrant is then being exercised in cash, which the Exercise Price per share of Common Stock for the shares then being exercised shall be payable in cash or by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable or by wire transfer of immediately available funds. (c) If a registration statement covering this Warrant or the shares of Common Stock issuable hereunder is then in effect, the Holder may elect to exercise this Warrant on a cashless basis by indicating on a Notice of Exercise that it has elected to make a cashless exercise. Upon such election, the order of the Company; (iii) by the surrender (which surrender Holder shall be evidenced by cancellation of entitled to receive the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to (w) the excess of the Current Market Value (as defined below) over the total cash Exercise Price of the number of shares for which this Warrant is being exercised, divided by (x) the Market Price per share of the Common Stock for which such Warrant is exercisable as of the date of exercise (if trading day immediately prior to the Exercise Date. For the purposes of this Warrant, the terms (y) "Current Market Value" shall be an amount equal to the Market Price were being paid in cash or certified or official bank check) reduced per share of the Common Stock as of the trading day immediately prior to the Exercise Date multiplied by that the number of shares of Common Stock equal to specified in such Notice of Exercise Form, and (z) "Market Price" per share of the quotient obtained by dividing (x) Common Stock as of any date shall be the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) closing price of the Market Price of one Share of Common Stock on the Business Day OTC Bulletin Board or the other principal market on which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (is listed for trading as defined by the next sentence) equal to the aggregate Exercise Price to be paid, of that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercisedate." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph terms of this Section 1Agreement, each Warrant holder shall have the Warrants evidenced hereby right, which may be exercisedexercised commencing on , in whole or in part2001 and until 5:00 P.M., by the Holder hereof at any time or from time to timeLos Angeles Time, on or after __________, 2004 to receive from the date hereof Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares. Each Warrant not exercised prior to the Expiration Date 5:00 P.M., Los Angeles Time, on _________, 2004 shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. (b) A Warrant may be exercised upon delivery surrender to the Company at the principal executive office of the Company in the United States Warrant Agent of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock evidencing the Warrants to be issued exercised, with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by an "eligible guarantor institution" as defined in Rule 17Ad- 15(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (C) the "Exchange Act"), and upon payment to the Company of the exercise price of $0.40 (the "Exercise Price"), as adjusted as provided herein, for each Warrant Share in respect of which a Warrant is then exercised. Payment of the aggregate Exercise Price for such Warrants, which shall be payable made in cash or by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable in lawful money of the United States of America to the order of the Company; (iii) by . Subject to the provisions of Section 7 hereof, upon such surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise DocumentationPrice, the Company shall deliver or issue and cause to be delivered (A) with all reasonable dispatch to or upon the written order of the holder and in such name or names as the holder may designate, a certificate or certificates representing for the number of validly issuedfull Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 13 hereof. The Warrants shall be exercisable, fully paid and nonassessable shares at the election of Common Stock specified the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Exercise Documentation, (B) if applicable, cash in lieu Shares issuable on such exercise at any time prior to the date of any fraction expiration of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless ExerciseWarrants, a new certificate evidencing the remaining Warrant or Warrants will be issued and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or CertificatesCertificates pursuant to the provisions of this Section and of Section 4 hereof, of like tenorand the Company, for whenever required by the number of Warrants evidenced by this Warrant CertificateAgent, less will supply the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business Warrant Agent with Warrant Certificates duly executed on the date of delivery behalf of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon Company for such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timepurpose. (c) The Company All Warrant Certificates surrendered upon exercise of Warrants shall pay all expenses incurred be canceled by the Warrant Agent and disposed of by the Company in connection accordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and taxes and other governmental charges (other than income taxes concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Warrants evidenced herebyholders and the Company during normal business hours at its office. The Company shall not be required, however, supply the Warrant Agent from time to pay any tax or other charge imposed in connection time with any transfer involved in the issue such numbers of any certificate for shares copies of Common Stock, this Agreement as the case Warrant Agent may be, in any name other than that of the registered holder of the Warrant evidenced herebyrequest. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the Warrants Warrant evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof Effective Date and on or prior to the Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice Exercise Notice stating that such Holder elects to exercise a number of shares underlying the Warrants Warrant evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants Shares being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock the Shares to be issued and (C) confirmation of payment of the Exercise Price for such Warrants, number of Shares which shall be payable by any one (x) wire transfer to the Company’s bank account or any combination of the following: (i) cash; (iiy) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "“Warrant Exercise Documentation."” (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable non-assessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exerciseexercised, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants Shares evidenced by this Warrant Certificate, less the number of Warrants Shares then being exercised and/or used in a Cashless Exerciseexercised. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares Shares of Common Stock at such time. (c) The Company shall not be responsible to pay all any expenses incurred by the Company Holder in connection with and taxes and other governmental charges (other than income taxes of the Holder) Holder that may be imposed in respect of, the issue or delivery of any shares of Common Stock Shares issuable upon the exercise of the Warrants Warrant evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares the Shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants Shares underlying the Warrant evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares Shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants Shares so exercised.

Exercise of Warrants. Each Warrant shall be exercisable beginning on the Commencement Date specified in such Warrant and until 5:00 p.m., New York City time, on the Expiration Date (a) Subject to the last paragraph of this Section 1"EXERCISE PERIOD"). On and after the date hereof, the Warrants evidenced hereby may be exercisedeach Holder may, on one or more occasions, on any Business Day, in whole or in part, by the Holder hereof at any time : (a) exercise for cash all or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office some of the Company in the United States Warrants held by it which are exercisable on such date pursuant to their terms; and (b) convert all or some of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with held by it which are exercisable on such date pursuant to their terms into the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock for each Stock Unit evidenced by such Warrant which is being so converted, equal to (a)(i) the number product of shares of (x) the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to comprising a Stock Unit at the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by time of such conversion and (y) the Current Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any per share of Common Stock delivered as payment for at the time of such conversion MINUS (ii) the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to per Stock Unit at the Market Price time of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and considerationsuch conversion, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." DIVIDED BY (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares Current Market Price per share of Common Stock at the time of such time.conversion, in each case by delivering to the Company, at its office maintained for such purpose pursuant to SECTION 15.03 hereof: (ci) The Company shall pay all expenses incurred by a written notice (the Company in connection with and taxes and other governmental charges (other than income taxes "EXERCISE NOTICE") of the such Holder) that may be imposed in respect of, the issue 's election to exercise such Warrant or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stockconvert such Warrant, as the case may be, in any name other than that the form of the registered holder Exercise Form set out at the end thereof (or a reasonable facsimile thereof), which notice shall specify the number of Stock Units to be purchased or converted, as the Warrant evidenced hereby.case may be; and (dii) In connection with such Warrant, and, in the case of an exercise of such Warrant, a certified or bank check or checks payable to the Company in an aggregate amount equal to the aggregate Exercise Price for the number of Stock Units as to which such Warrant is being exercised. Upon receipt thereof, the Company shall, as promptly as practicable and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to such Holder a stock certificate or certificates representing the aggregate number of shares of Warrant Stock and Other Securities issuable upon such exercise or conversion and any other property to which such Holder is entitled by virtue of the exercise of any Warrants evidenced herebyWarrants. The stock certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be registered in the name of such Holder or such name or names as shall be designated in such Exercise Notice. Such stock certificate or certificates shall be deemed to have been issued and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares, no fractions including, to the extent permitted by law, the right to vote such shares or to consent or to receive notice as a Stockholder, as of the date on which the last of the Exercise Notice, payment of the Exercise Price and the Warrant to which such exercise relates is received by the Company as aforesaid, and all taxes required to be paid by Holder, if any, pursuant to SECTION 15.04(C) hereof, prior to the issuance of such shares have been paid. If such Warrant shall have been exercised or converted only in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock and Other Securities, execute and deliver to such Holder a new Warrant evidencing the rights of such Holder to purchase (or convert) the unpurchased (or unconverted) Stock Units called for by such Warrant (including Stock Units that may become purchasable in the future with the passage of time or as a result of adjustments pursuant to the terms of such Warrant), which new Warrant shall in all other respects be identical with the surrendered Warrant. The Company shall not be required to issue a fractional share of Common Stock shall or Other Securities upon exercise or conversion of any Warrant. As to any fraction of a share of Common Stock or Other Securities which a Holder would otherwise be issuedentitled to purchase upon such exercise or conversion, but the Company may in lieu thereof of the Company shall issuance of a fractional share either (i) pay a cash adjustment in respect of such fractional interest final fraction in an amount equal to such fractional interest multiplied by the same fraction of the Current Market Price for one Share per share of Common Stock or Other Securities on the Business Day which immediately precedes the day date of exercise. If more than one exercise or (1ii) such Warrant shall be exercised by the holder thereof at the same time, the issue a number of full shares of Common Stock issuable on such exercise shall be computed on rounded up to the basis of the total number of Warrants so exercisednext higher whole share.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby The rights represented by any Warrant issued pursuant hereto may be exercisedexercised by the Holder thereof, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior delivering to the Expiration Date upon delivery Warrant Office: (i) the Warrant, together with a properly completed Election to Purchase in the Company form attached thereto; (ii) at the principal executive office of the Company in the United States of AmericaHolder's option, of either (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise check or bank draft in the Warrants evidenced hereby in accordance with amount of the provisions of this Section 1 and specifying aggregate Exercise Price for the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and purchased, (CB) payment any promissory notes or debt securities of the Issuer or the Company (including Notes) that may have been issued to the Holder thereof, so that amounts outstanding thereunder may be offset against the aggregate Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares be purchased, or (C) Common Stock, preferred stock, Warrants or other securities of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Issuer having a Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price for the shares of Common Stock to be paid, that are either held by purchased. For purposes of this Section 4: (I) the Holder or are acquired in connection with such exercise, and without payment of the Exercise Market Price in cash. Any per share of Common Stock delivered as payment for at any time shall be determined in accordance with the definition of Market Price, (II) the Market Price per Warrant at any time shall be the Market Price per share of Common Stock minus the Exercise Price then in connection effect, and (III) the Market Price of other securities shall be as reasonably determined by the Issuer's Board of Directors in accordance with an In-Kind Exercise the principles set forth in the definition of Market Price; and (iii) any representations or documents or information from the Holder of the Warrants that the Issuer may reasonably require in order to comply with the requirements of the Securities Act with respect of such issuance and in order to comply with the provisions of Section 8 of this Agreement. Upon such exercise the Issuer shall issue and deliver to or to the order of the registered Holder(s) of such Warrant, and in such name or names as defined belowsuch registered Holder(s) may designate, one or more stock certificate(s) for the Warrant Shares to be issued upon such exercise of such Warrant. Any person(s) so designated to be named therein shall be deemed to have a value equal become the Holder(s) of record of such Warrant Shares as of the date of delivery to the Market Price of one Share of Common Stock on Issuer at the Business Day which immediately precedes the day of exercise Warrant Office of the Warrants. An exercise of a Warrant and the Exercise Price therefor as provided in accordance with clause clauses (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (Bi) and (Cii) are collectively referred to herein as the "Warrant Exercise Documentationabove." (b) As promptly as practicable, and If a Warrant is exercised in part at any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercisetime, a new Warrant Certificate or Certificates, of like tenor, Warrants shall be issued for the number unexercised portion of such Warrant. Each new Warrant so issued shall bear any legend required by Section 11.3 of the Purchase Agreement, if the Warrant presented in connection with a partial exercise thereof bore such legend. All Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such surrendered upon exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timecanceled. (c) The Company shall Issuer will pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than any applicable income or similar taxes payable by the Holders) attributable to the initial issuance of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable Warrant Shares upon the exercise of the Warrants evidenced hereby. The Company Warrants; provided, that the Issuer shall not be required, however, required to pay any tax or other charge imposed which may be payable in connection with respect of any transfer involved in the issue of any Warrant or any certificate for shares of Common Stock, as the case may be, Warrant Shares in any a name other than that of the registered holder Holder of the Warrant evidenced herebysurrendered for exercise. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof Effective Date and on or prior to the Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which that immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject During the Exercise Period, except as such may be suspended from time to the last paragraph time as set forth in Section 4.3, each Holder may exercise from time to time some or all of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery its Warrant Certificate(s) by: (i) surrendering to the Company at the principal executive office of the Company Warrant Agent such Warrant Certificate(s) with written notice (in the United States form attached to this Agreement) duly completed and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of Americathe Securities Exchange Act of 1934, as amended, and (ii) paying to the Warrant Agent for the account of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with Company the provisions of this Section 1 and specifying aggregate Exercise Price for the number of Warrant Shares in respect of which such Warrants being are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the Warrant Agent and the name or names in which the Holder wishes the certificate or certificates for shares tender of Common Stock to be issued and (C) payment of the aggregate Exercise Price for such Warrants, which is made. Payment of the aggregate Exercise Price shall be payable made (1) by any one or any combination wire transfer of immediately available funds to the Warrant Agent for the account of the following: Company, (i2) cash; (ii) by certified or official bank check or checks payable to the order of the Company; Company (iiiany such payments under subsections (1) or (2) shall be made in lawful money of the United States of America), or (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest one one-hundredth of a share, pursuant to the formula below. In the event that a Holder elects to make payment of the aggregate Exercise Price by surrender of the right to receive Warrant Shares as provided in subsection (which surrender shall be evidenced by cancellation 3) of the preceding sentence, the number of Warrants represented by any Warrant Certificate presented Shares issuable to such Holder shall be calculated as follows: Where: X = the number of Warrant Shares to be issued to such Holder upon exercise (subject to Section 9); Y = the total number of Warrant Shares purchasable pursuant to the Warrant being exercised (or, if such Warrant is being exercised only in connection with a Cashless Exercise (as defined belowpart, the number of Warrant Shares for which it is being exercised)) ; A = the Trading Price of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares share of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable determined as of the date of exercise; and B = the then-current Exercise Price. (b) In the event that less than all of the Warrants evidenced by a Warrant Certificate are exercised, the Holder thereof shall be entitled to receive a new Warrant Certificate or Certificates as specified by such Holder evidencing the remaining Warrant or Warrants, and the Warrant Agent is hereby irrevocably authorized by the Company to countersign, issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to Section 4.2 and Section 3 of this Agreement. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. (c) Upon the exercise (if of any Warrants in accordance with this Agreement, the Exercise Price were being paid Company shall cause the Warrant Agent, on the Company’s behalf, to issue and deliver with all reasonable dispatch, to or upon the written order of the Holder and in cash such name or certified names as the Holder may designate, a certificate or official bank check) reduced by that certificates for the number of shares full Warrant Shares issuable upon the exercise of Common Stock equal such Warrants and shall take or cause the Warrant Agent to take such other actions as are necessary to complete the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or Warrants (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paidincluding, that are either held by the Holder or are acquired in connection with such exercisewithout limitation, and without payment of the Exercise Price in cashany cash with respect to fractional interests required under Section 9). Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) The certificate or certificates representing such Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a value equal to the Market Price holder of one Share record of Common Stock on the Business Day which immediately precedes the day of exercise such Warrant Shares as of the Warrants. An date the Warrants are exercised. (d) Upon delivery of the Warrant Shares issuable upon exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" herewith and an exercise of a any required new Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise DocumentationCertificates, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in direct the Warrant Exercise Documentation, (B) if applicable, cash in lieu Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be disposed of any fraction of a share, as hereinafter provided, and (C) if less than by the full number of Warrants evidenced hereby are being exercised or used Warrant Agent in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for manner permitted by applicable laws and satisfactory to the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used Company in a Cashless Exercise. Such exercise shall be deemed accordance with its written instructions to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that Agent. The Warrant Agent shall account promptly to the Person entitled Company with respect to receive shares of Common Stock Warrants exercised and concurrently pay to the Company all amounts received by the Warrant Agent upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timeWarrants. (ce) The Company Warrant Agent shall pay all expenses incurred keep copies of this Agreement and any notices given or received pursuant to this Agreement available for inspection by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced herebyHolders during normal business hours at its office. The Company shall not be requiredshall, howeverat its sole expense, supply the Warrant Agent from time to pay any tax or other charge imposed in connection time with any transfer involved in the issue such numbers of any certificate for shares copies of Common Stock, this Agreement as the case Warrant Agent may be, in any name other than that of the registered holder of the Warrant evidenced herebyreasonably request. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject 2.1 The Warrants represented by this Warrant Certificate may be exercised by the Holder at any time prior to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercisedExpiry Time, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior delivering to the Expiration Date upon delivery to the Company at the principal executive office of the Company Corporation, at ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇ ▇▇, Kelowna, BC V1X 2P7, during its normal business hours: (a) a duly completed and executed Notice of Exercise in the United States of America, of (A) form attached to this Warrant Certificate, ; (Bb) a written notice stating that such Holder elects wire transfer, certified cheque or bank draft payable in US funds to exercise or to the Warrants evidenced hereby order of the Corporation in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants being exercised; and (c) this ORIGINAL Warrant Certificate. 2.2 Subject to the terms of this Warrant Certificate, upon exercise of Warrants, the person or persons in whose name or names the Common Shares issuable upon exercise of the Warrants are to be issued shall be deemed immediately for all purposes to be the holder or holders of record of such Common Shares and the Corporation will cause a certificate or certificates representing the Common Shares and, if applicable, any unexercised Warrants, to be delivered or mailed to the person or persons at the address or addresses specified in the applicable Notice of Exercise within seven days of receipt of the documents referred to in Section 2.1 above. 2.3 No fractional shares shall be issued and if the exercise of the Warrants represented hereby would result in the Holder being entitled to receive a fraction of a share, the Corporation shall instead issue upon the exercise the next lower whole number of Common Shares; provided, that such entitlement of the Holder to a fractional share may subsequently be exercised in combination with other rights which, in the aggregate, entitle the Holder to purchase a whole number of Common Shares. The Holder may from time to time subscribe for and purchase any lesser number of Common Shares than the number of Common Shares expressed in this Warrant Certificate. In the event that the Holder subscribes for and purchases any such lesser number of Common Shares prior to the Expiry Time, the Holder shall be entitled to the return of the certificate with a notation on the grid attached hereto showing the balance of the Common Shares which the Holder is entitled to purchase pursuant to the Warrant Certificate which were not then purchased. 2.4 The Corporation covenants and agrees that: (a) all Common Shares issued upon the exercise of the rights represented by any this Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates)will, and without the upon payment of the Exercise Price in cashtherefor, in return for the delivery to the surrendering Holder be duly authorized and validly issued as fully paid and non-assessable Common Shares, free and clear of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paidall liens, that are either held by the Holder or are acquired in connection with such exercise, charges and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation."encumbrances; (b) As promptly as practicable, from and in any event within five (5) Business Days after receipt the date of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new this Warrant Certificate or Certificates, of like tenor, for and otherwise during the number of Warrants evidenced period within which the rights represented by this Warrant CertificateCertificate may be exercised, less the Corporation will at all times (to the extent necessary under applicable corporate law) have authorized and reserved for issuance a sufficient number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed Common Shares to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated provide for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced herebyrepresented by this Warrant Certificate; and (c) until the earlier of the Expiry Time or such time as the Warrants cease to be outstanding, it will use its commercially reasonable efforts to maintain (i) the listing of the Common Shares on the CSE and (ii) its status as a “reporting issuer” (or the equivalent thereof) not in default under the Securities Laws and file with and pay to the securities regulatory authorities in each of the jurisdictions of Canada wherein it is a "reporting issuer" or as may otherwise be required in a timely manner all reports and other documents required to be filed and all fees required to be paid by the Corporation under the Securities Laws. 2.5 If the Warrants represented by this Warrant Certificate have not been exercised prior to the Expiry Time, all rights under the Warrants represented hereby shall wholly cease and terminate and the Warrants shall be void and of no effect. 2.6 If the Warrants are exercised any time prior to MAY 1, 2019, the certificate or certificates representing the Common Shares to be issued upon such exercise will bear the following legends: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MAY 1, 2019. The Company shall not certificate or certificates representing the Common Shares to be requiredissued upon exercise of the Warrants will bear the following legends: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, howeverAS AMENDED (THE "SECURITIES ACT"), to pay any tax AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Neither the Warrants or other charge imposed in connection with any transfer involved in the issue Common Shares issuable upon exercise of the Warrants have been or will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or under the laws of any certificate for shares of Common Stock, as the case may be, in any name other than that state of the registered holder of the Warrant evidenced herebyUnited States. The Holder is advised to seek professional advice as to applicable resale restrictions. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at At any time or and from time to time on and after the first anniversary of the effective date of the Company's initial public offering and expiring on the fifth anniversary of the effective date of the Company's initial public offering of the Common Stock at 5:00 p.m., Sarasota, Florida time, on Warrants may be exercised as to all or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office any portion of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the whole number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be issued purchased in the form attached hereto as Exhibit B and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank a check payable to the order of the Company; (iii) by Company in the surrender (which surrender shall be evidenced by cancellation amount required for purchase of the number of shares as to which the Warrant is being exercised, delivered to the Company at its principal office at ▇▇▇▇ ▇. ▇▇▇▇▇▇ Parkway, Bldg. #2C, Denver, Colorado 80112, Attention: President, or any substitute address where notice is to be given in accordance with Section 12. Warrants represented by may also be exercised from time to time, without any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without payment required for the payment purchase of the Exercise Price in cashshares as to which the Warrant is being exercised, in return for as to all or any portion of the delivery to the surrendering Holder of such number of shares of Common Stock equal to covered by the number of shares Warrant(s) by the holder thereof by surrender of the Common Stock Warrants, accompanied by a subscription for shares in the form attached as Exhibit C, pursuant to which the holder thereof will be entitled to receive upon such Warrant is exercisable as surrender of the date of exercise Warrant(s) (if the Exercise Price were being paid in cash or certified or official bank checkand without any further payment) reduced by that number of shares of Common Stock equal to the quotient obtained product of the number of shares of Common Stock obtainable upon exercise of the Warrant(s) (or the portion thereof as to which the exercise relates) multiplied by dividing a fraction: (xi) the aggregate Exercise Price numerator of which shall be the difference between the then Current Value (assuming no Cashless Exerciseas defined in this Section 5 and Section 7(d)) to be paid by (y) the Market Price of one Share full share of Common Stock on the Business Day which immediately precedes the day date of exercise of and the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercisePrice, and without payment (ii) the denominator of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) which shall be deemed to have a value equal to the Market Price Current Value of one Share full share of Common Stock on the Business Day which immediately precedes date of exercise. Upon the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant whole or in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and considerationpart, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event Company will within five (5) Business Days after receipt of days thereafter, at its expense (including the Warrant Exercise Documentation, payment by the Company shall deliver of any applicable issue or transfer taxes), cause to be issued in the name of and delivered (A) to the Warrant holder a certificate or certificates representing for the number of validly issued, fully paid and nonassessable non-assessable shares of Common Stock specified in to which such holder is entitled upon exercise of the Warrant Exercise DocumentationWarrant. In the event such holder is entitled to a fractional share, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise thereof such holder shall be deemed paid a cash amount equal to have been made at such fraction, multiplied by the close Current Value of business one full share of Common Stock on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive exercise. Certificates for shares of Common Stock upon such issuable by reason of the exercise of the Warrant or Warrants shall be treated for all purposes dated and shall be effective as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed date of the surrendering of the Warrant for exercise, notwithstanding any delays in respect ofthe actual execution, the issue issuance or delivery of any the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon the exercise of all Warrants held by such person, the Warrants evidenced hereby. The Company shall not be required, however, issue a new Warrant to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with so exercised covering the exercise of any Warrants evidenced hereby, no fractions aggregate number of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal as to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercisedremain unexercised.

Exercise of Warrants. (a) Subject to the last paragraph terms of this Agreement, each Warrant Holder shall have the right, which may be exercised commencing on the date of this Agreement and until 5:00 p.m., New York City time on the tenth (10th) anniversary of the original issue date of the Warrants (the “Exercise Period”), to purchase from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to purchase upon exercise of its Warrant and payment to the Company of the Exercise Price (as defined in Section 14(c) hereof) per Warrant Share then in effect. In the alternative, a Warrant Holder may exercise its right, during the Exercise Period, to purchase Warrant Shares on a net basis, such that, without the exchange of any funds, such holder purchases that number of Warrant Shares otherwise issuable (or purchasable) upon exercise of its Warrant less that number of Warrant Shares having a Current Market Price (as defined in Section 8(h) hereof) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by such holder upon the exercise of such Warrant. (b) No fractional shares shall be issued upon the exercise of a Warrant (or any portion thereof). All Warrant Shares (including fractions thereof) issuable upon exercise of a Warrant (or fraction thereof) by a holder thereof shall be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after the aforementioned aggregation, the Warrants evidenced hereby exercise would result in the issuance of a fraction of a share of Common Stock, the Company shall, in lieu of issuing any fractional share, pay the holder otherwise entitled to such fraction a sum in cash equal to the Current Market Price, multiplied by such fraction on the date of exercise. (c) A Warrant may be exercised, in whole or in part, by the Holder hereof at any time or from time to time, on or after the date hereof and prior to the Expiration Date exercised upon delivery surrender to the Company at its office designated for such purpose (the principal executive office address of which is set forth in Section 15 hereof) the Warrant Certificate(s) evidencing such Warrant to be exercised with the Notice of Exercise, in the form attached hereto as Exhibit B duly filled in and signed, and upon payment to the Company of the Company exercise price per Warrant Share (the “Exercise Price”) which is set forth in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects subject to exercise the Warrants evidenced hereby in accordance with the provisions of this adjustment pursuant to Section 1 and specifying 8 hereof, for the number of Warrants being exercised and the name or names Warrant Shares in respect of which the Holder wishes the certificate or certificates for shares of Common Stock such Warrant is then exercised, which exercise notice shall be irrevocable subject to be issued and (CSection 4(f) payment hereof. Payment of the aggregate Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: made (i) cash; (ii) in cash or by certified or official bank check payable to the order of the Company; (iii) Company or wire transfer in immediately available funds to such account as shall be designated by the Company or (ii) in the manner provided in Section 4(a) hereof. (d) Upon such surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), Certificate and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentationholder thereof, the Company shall deliver or issue and cause to be delivered within three (A3) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified Business Days (as defined in the Warrant Exercise DocumentationCredit Agreement) to or upon the written order of the holder and, (B) if applicablesubject to compliance with Section 3 hereof, cash in lieu of any fraction of a share, such name or names as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exerciseholder may designate, a new Warrant Certificate certificate or Certificates, of like tenor, certificates for the number of Warrants evidenced by this full Warrant CertificateShares issuable upon the exercise of such Warrant. Subject to Sections 3(a) and 5 hereof, less in the number event the name or names so designated are not that of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise the holder, such certificate or certificates shall be deemed to have been made at the close issued and any Person so designated to be named therein shall be deemed to have become a holder of business on record of such Warrant Shares as of the date of delivery the exercise of such Warrant and payment of the Exercise Price. (e) Each Warrant shall be exercisable, at the election of the holder thereof subject to the terms and conditions of this Agreement, either in full or from time to time in part and, in the event that a Warrant is exercised in respect of fewer than all of the Warrant Exercise Documentation Shares issuable on such exercise at any time prior to the Expiration Date (as defined in Section 4(h) hereof), the Company shall, at the time of delivery of such certificate, deliver to such holder a new Warrant (evidenced by the appropriate new Warrant Certificate) with respect to the unexercised Warrant Shares, which new Warrant shall in all other respects be identical with the Warrant exercised, or, at the request of such holder, appropriate notation may be made on the Warrant exercised and such Warrant shall be returned to such holder. (f) Each Warrant shall also be conditionally exercisable, at the election of the holder thereof subject to the terms and conditions of this Agreement, so that if the Person entitled to receive shares Warrant Holder exercises the Warrant in contemplation of Common Stock upon the consummation of a transaction described in any of clauses (i) - (iv) of Section 11(b) hereof and such exercise shall be treated for all purposes as having become transaction is not consummated, the record holder of such shares of Common Stock at Warrant may elect to revoke such timeexercise, in which case such Warrant shall be deemed not to have been so exercised. (cg) The Company Any Warrant Certificate surrendered upon exercise of a Warrant shall pay all expenses incurred be cancelled and disposed of by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced herebyCompany. The Company shall not be required, however, to pay keep copies of this Agreement and any tax notices given or other charge imposed in connection with received hereunder available for inspection by the holders during normal business hours at its offices. (h) To the extent any transfer involved in portion of a Warrant remains unexercised at the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that end of the registered holder Exercise Period (the “Expiration Date”), such portion of the Warrant evidenced herebyshall become null and void. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph terms of this Section 1Agreement, each Warrant holder shall have the Warrants evidenced hereby right, which may be exercisedexercised until 5:00 p.m., New York City time on April 11, 2005 (the "Expiration Date"), to receive from the Company the number of fully paid and nonassessable Warrant Shares that the holder may at the time be entitled to receive in whole or in partaccordance herewith upon the exercise of such Warrant and payment of the Exercise Price. Each Warrant not exercised prior to 5:00 p.m., by the Holder hereof at any time or from time to New York City time, on or after the date hereof and prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon delivery exercise of the Warrants. A Warrant may be exercised upon surrender to the Company at its office designated for such purpose (the principal executive office address of the Company which is set forth in the United States Section 9.2 ----------- hereof) of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock evidencing the Warrants to be issued exercised with the form of election to purchase on the reverse thereof duly filled in and (C) signed and upon payment to the Company of the Exercise Price as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants, which Warrants are then exercised. Payment of the aggregate Exercise Price shall be payable by any one or any combination of the following: made (i) cash; (ii) in cash or by certified or official bank check payable to the order of the Company; , (iiiii) by through the surrender (which surrender shall be evidenced by cancellation of preferred equity securities or indebtedness of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock Company having a value (liquidation preference or principal amount, as defined by the next sentence) case may be, equal to the aggregate Exercise Price to be paidpaid (the Company will pay the accrued interest or dividends on such surrendered debt or preferred equity securities in cash at the time of surrender notwithstanding the stated terms thereof), (iii) by tendering Warrants having a fair market value equal to the Exercise Price or (iv) with any combination of (i), (ii) or (iii). For purpose of clause (iii) above, the fair market value of the Warrants shall be determined as follows: (A) to the extent the Common Stock is publicly traded and listed on the Nasdaq National Securities Market or a national securities exchange, the fair market value shall be equal to the difference between (1) the Quoted Price of the Common Stock on the date of exercise and (2) the Exercise Price; or (B) to the extent the Common Stock is not publicly traded, or otherwise is not listed on a national securities exchange, the fair market value shall be equal to the value per Warrant as determined in good faith by the Board of Directors of the Company pursuant to Section 6.16. ------------ Subject to the provisions of Article IV hereof, upon such surrender of ---------- Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Article VII; ----------- provided, however, that are either held if any consolidation, merger or lease or sale of assets is proposed to be effected by the Holder Company as described in Section 6.15 hereof, ------------ or are acquired in connection with a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such exercise, surrender of Warrants and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for aforesaid, the Exercise Price in connection with an In-Kind Exercise (Company shall, as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to soon as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and considerationpossible, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and but in any event within five (5) not later than two Business Days after receipt of the Warrant Exercise Documentationthereafter, the Company shall deliver or issue and cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrant Shares issuable upon the exercise of such Warrants evidenced hereby are being exercised in the manner described in this sentence together with cash as provided in Article VII. ----------- Such certificate or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise certificates shall be deemed to have been made at the close issued and any person so designated to be named therein shall be deemed to have become a holder of business on record of such Warrant Shares as of the date of delivery the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or, from time to time, in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 1.2 hereof. ----------- All Warrant Certificates surrendered upon exercise of Warrants shall be treated for all purposes as having become the record holder cancelled and disposed of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced herebyCompany. The Company shall not be required, however, to pay keep copies of this Agreement and any tax notices given or other charge imposed in connection with any transfer involved in the issue of any certificate received hereunder available for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied inspection by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof holders during normal business hours at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercisedits office.

Exercise of Warrants. (a) The purchase price per Share to be paid by a Holder for Shares subject to the Warrants shall be $10.00, subject to adjustment as set forth in Section 11 of this Agreement (the “Exercise Price”). Subject to the last paragraph of this Section 14(b) below, the a Holder may exercise Warrants evidenced hereby may be exercised, by a Warrant Certificate in whole or in part, by the Holder hereof part at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery Time by delivering to the Company at the principal executive office Secretary of the Company in Bank (i) the United States of America, of (A) this Warrant Certificate, ; (Bii) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and Bank specifying the number of Shares with respect to which Warrants are being exercised (the “Exercise Notice”); and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return check for the delivery to the surrendering Holder full amount of such number of shares of Common Stock equal to the number of shares of the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate Exercise Price of the Shares being acquired. (assuming b) Notwithstanding any provision in this Agreement to the contrary, no Cashless Exercise) Holder may exercise Warrants if such exercise would cause, or would create a material risk of causing, the Bank to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise ineligible to be taxed as an “S corporation” under section 1361 of the Warrant; Internal Revenue Code of 1986, as amended, as may be determined by the board of directors of the Bank in its sole discretion. In the event that a Holder attempts to exercise warrants pursuant to Section 4(a) above and the board of directors of the Bank determines, in its sole and absolute discretion, that such exercise would cause, or would create a material risk of causing, the Bank to be ineligible to be taxed as an “S corporation” under section 1361 of the Code, then the Bank shall deliver written notice to the Holder (“Bank Notice”) within five (5) business days following receipt of the Exercise Notice that the Warrants may not be exercised at that time. For a period of ten (10) business days following the date of the Bank Notice, the Holder shall have the option to either (i) retain the Warrants for possible exercise at a future date, or (ivii) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) receive cash for each Warrant equal to the aggregate difference between the book value per share of common stock of the Bank as of the end of the quarter immediately preceding the date on which the Exercise Price Notice was delivered to be paidthe Bank less the exercise price per share; provided, however, that are either held by the Holder or are acquired in connection with such exercise, and without payment shall not have the right to receive cash pursuant to this provision at any time following the occurrence of a Regulatory Event. In the event that the Bank does not receive an election from the Holder within ten (10) business days following the date of the Exercise Price in Bank Notice to either retain the Warrants or receive cash. Any share of Common Stock delivered as , the Bank shall return the Warrant Certificate, along with the Holder’s check representing payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An , and the Holder may attempt to exercise of the Warrants at a Warrant future date in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise the terms of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercisethis Agreement." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to the last paragraph terms hereof, each Purchaser agrees to exercise the March Warrants as set forth herein. 1.1 Subject to the terms hereof, each Purchaser agrees to exercise (i) up to 50% of this Section 1, the March Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time or from time issued to time, such Purchaser as set forth on or after Schedule A hereto on the date hereof and prior to the Expiration Date (“Closing Date”). In consideration for such exercise, upon delivery to the Company at the principal executive office obtaining approval of the Company in Additional Listing Application from the United States American Stock Exchange (“AMEX”) of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of underlying the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Additional Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) , the Company shall issue to each Purchaser a warrant in the form of a Warrant or Warrants Exhibit A attached hereto (represented by one or more relevant Warrant Certificatesthe “Additional Warrants”), and without registered in the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock equal to the number of shares March Warrants exercised on the Closing Date at an Exercise Price of $7.00 per share. 1.2 Each Purchaser is also granted the right, until the later of April 15, 2008 and 30 days after the 2008 annual meeting of stockholders of the Common Stock for Company (the “Annual Meeting”) to exercise the remaining March Warrants, up to the number of March Warrants, exercised on the Closing Date, and upon such exercise, the Purchaser shall receive an additional warrant, pursuant to which such Warrant is exercisable as of Purchaser shall have the date of exercise (if right to acquire the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the quotient obtained by dividing (x) the aggregate number of warrants exercised pursuant to this Section 1.2 at an Exercise Price of $7.00 per share and be in the same form as the Additional Warrant (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise “Second Additional Warrant”). The issuance of the Warrant; or (iv) Second Additional Warrant is contingent upon the Company obtaining approval by the delivery of shares a majority of the Common Stock having a value (as defined by Company’s stockholders to increase the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable authorized shares of Common Stock specified by at least 10 million shares prior to the later of April 15, 2008 and the date of the Annual Meeting (the “Termination Date”). 1.3 If approval of the stockholders described in Section 1.2 above is not obtained on or before the Warrant Exercise DocumentationTermination Date, then the Company grants each Purchaser the right, until 30 days after the Annual Meeting (Bthe “Rights Period”) if applicableto exercise the remaining March Warrants, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for up to the number of March Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date Closing Date, and receive the Second Additional Warrant, to the extent that there are available authorized shares of delivery of the Warrant Exercise Documentation so that the Person entitled to receive Common Stock. If there are not sufficient authorized shares of Common Stock upon such exercise to satisfy the Second Additional Warrant issuances hereunder, then the each Purchaser shall be treated for all purposes as having become limited to its pro-rata portion of the record holder of such authorized shares of Common Stock available at such time. The pro-rata determination shall be made at the end of the Rights Period and shall consider only the March Warrants exercised during such period. (c) The Company shall pay all expenses incurred by 1.4 For the Company in connection with and taxes and other governmental charges (other than income taxes purposes of the Holder) that may be imposed in respect ofthis Amendment, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Additional Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such and Second Additional Warrant shall be exercised by included in the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercisedregistration statements as provided in Section 3 below.

Exercise of Warrants. (a) Subject to the last paragraph of this Section 1, the The Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof initially are exercisable at any time or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office of the Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants(subject to adjustment as provided in SECTION 6 hereof) per share of Common Stock, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank cashier's check payable to the order of the Company; (iii) by PROVIDED, HOWEVER, that the surrender (which surrender Holder shall be evidenced by cancellation have the right, at his or its election, in lieu of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of delivering the Exercise Price in cash, to instruct the Company in return for the delivery form of subscription to retain, in payment of the surrendering Holder of such Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares of as to which the Common Stock for which such Warrant is exercisable then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last 10 trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last 10 trading days before such date or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last 20 trading days before such date. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price were being paid for the shares of Common Stock at the Company's principal offices (currently located at 3811 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇), ▇he Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also referred to herein as the "Holder" or "Holders") shall he entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in cash whole or certified in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may he exercised to purchase all or official bank check) reduced by that part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and deliver a new Warrant Certificate of like tenor for the balance of the securities purchasable thereunder. With respect to any such exercise, the Holder shall for all purposes he deemed to have become the holder of record of the number of shares of Common Stock equal to from the quotient obtained by dividing (x) date on which the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, Warrant was surrendered and without payment of the Exercise Price in cash. Any share was made irrespective of Common Stock delivered as the date of delivery of such shares, except that, if the date of such surrender and payment for is a date on which the Exercise Price in connection with an In-Kind Exercise (as defined below) stock transfer books of the Company are closed, such person shall be he deemed to have a value equal to become the Market Price holder of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid and nonassessable such shares of Common Stock specified in the Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the next succeeding date of delivery of on which the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder of such shares of Common Stock at such timestock transfer books are open. (c) The Company shall pay all expenses incurred by the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any shares of Common Stock issuable upon the exercise of the Warrants evidenced hereby. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.

Exercise of Warrants. (a) Subject to On and after the last paragraph of this Section 1date hereof and until 5:00 p.m., New York City time, on the Warrants evidenced hereby may be exercisedExpiration Date, each Holder may, on one or more occasions, on any Business Day, in whole or in part, by the Holder hereof at any time : (a) exercise for cash all or from time to time, on or after the date hereof and prior to the Expiration Date upon delivery to the Company at the principal executive office some of the Company in the United States Warrants held by it; and (b) convert all or some of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with held by it into the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock to be issued and (C) payment of the Exercise Price for such Warrants, which shall be payable by any one or any combination of the following: (i) cash; (ii) certified or official bank check payable to the order of the Company; (iii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares of Common Stock for each Stock Unit evidenced by such Warrant which is being so converted, equal to (a)(i) the number product of shares of (x) the Common Stock for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to comprising a Stock Unit at the quotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by time of such conversion and (y) the Current Market Price of one Share per share of Common Stock on at the Business Day time of such conversion minus (ii) the Exercise Price per Stock Unit at the time of such conversion, divided by (b) the Current Market Price per share of Common Stock at the time of such conversion, in each case by delivering to the Company, at its office maintained for such purpose pursuant to Section 13.03 hereof: (i) a written notice (the "EXERCISE NOTICE") of such Holder's election to exercise such Warrant or convert such Warrant, as the case may be, in the form of the Exercise Form set out at the end thereof (or a reasonable facsimile thereof), which immediately precedes notice shall specify the day number of Stock Units to be purchased or converted, as the case may be; and (ii) such Warrant, Warrant Agreement ----------------- and, in the case of an exercise of such Warrant, a certified or bank check or checks payable to the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) Company in an aggregate amount equal to the aggregate Exercise Price to be paid, that are either held by the Holder or are acquired in connection with such exercise, and without payment of the Exercise Price in cash. Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (number of Stock Units as defined below) shall be deemed to have a value equal to which such Warrant is being exercised. Upon receipt thereof, the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in accordance with clause (iii) is herein referred to Company shall, as a "Cashless Exercise" and an exercise of a Warrant in accordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the "Warrant Exercise Documentation." (b) As promptly as practicable, practicable and in any event within five (5) Business Days after receipt of the Warrant Exercise Documentationthereafter, the Company shall execute or cause to be executed and deliver or cause to be delivered (A) to such Holder a stock certificate or certificates representing the aggregate number of validly issuedshares of Warrant Stock and Other Securities issuable upon such exercise or conversion and any other property to which such Holder is entitled by virtue of the exercise of any Warrants. If a Holder is a BHCA Holder, fully paid such Holder shall not, and nonassessable shall not permit any of its Bank Holding Company Affiliates to, exercise any Warrant if, after giving effect to such exercise, (i) such Holder and its Bank Holding Company Affiliates would own more than 5% of the total issued and outstanding shares of Common Stock on a fully-diluted basis or (ii) such Holder would be deemed under Regulation Y to have the power to exercise, directly or indirectly, a controlling influence over the management or policies of, or would otherwise control, the Company unless such Holder is a financial holding company and exercises such Warrant in reliance on, and in compliance with, the merchant banking exemption set forth in Regulation Y. For purposes of clause (ii)of this paragraph, a reasoned opinion of counsel to such Holder delivered to such Holder (which is based on facts and circumstances deemed appropriate by such counsel) to the effect that such Holder does not have the power to exercise such a controlling influence or otherwise control the Company shall be conclusive. The stock certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Warrant Exercise Documentation, (B) if applicable, cash Notice and shall be registered in lieu the name of any fraction of a share, such Holder or such name or names as hereinafter provided, and (C) if less than the full number of Warrants evidenced hereby are being exercised or used shall be designated in a Cashless Exercise, a new Warrant Certificate or Certificates, of like tenor, for the number of Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercisesuch Exercise Notice. Such exercise stock certificate or certificates shall be deemed to have been made issued and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares, including, to the extent permitted by law, the right to vote such shares or to consent or to receive notice as a Shareholder, as of the date on which the last of the Exercise Notice, payment of the Exercise Price and the Warrant to which such exercise relates is received by the Company as aforesaid, and all taxes required to be paid by Holder, if any, pursuant to Section 13.04(c) hereof, prior to the issuance of such shares have been paid. If such Warrant shall have been exercised or converted only in part, the Company shall, at the close of business on the date time of delivery of the certificate or certificates representing Warrant Exercise Documentation so that Stock and other securities, execute and deliver to such Holder a new Warrant evidencing the Person entitled to receive shares of Common Stock upon such exercise shall be treated for all purposes as having become the record holder rights of such shares of Common Holder to purchase (or convert) the unpurchased (or unconverted) Stock at Units called for by such time. (c) The Company Warrant, which new Warrant shall pay in all expenses incurred by other respects be identical with the Company in connection with and taxes and other governmental charges (other than income taxes of the Holder) that may be imposed in respect of, the issue or delivery of any surrendered Warrant. All shares of Common Stock issuable upon the exercise or conversion of a Warrant shall, upon payment therefor in accordance herewith, be duly and validly issued by the Warrants evidenced herebyCompany, fully paid and nonassessable and free and clear of all Liens. The Company shall not be required, however, required to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock, as the case may be, in any name other than that of the registered holder of the Warrant evidenced hereby. (d) In connection with the exercise of any Warrants evidenced hereby, no fractions of shares a fractional share of Common Stock shall or Other Securities upon exercise or conversion of any Warrant. As to any fraction of a share of Common Stock or Other Securities which a Holder would otherwise be issuedentitled to purchase upon such exercise or conversion, but the Company may in lieu thereof of the Company shall issuance of a fractional share pay a cash adjustment Warrant Agreement ----------------- in respect of such fractional interest final fraction in an amount equal to such fractional interest multiplied by the same fraction of the Current Market Price for one Share per share of Common Stock or Other Securities on the Business Day which immediately precedes the day date of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants so exercised.