Common use of Exercise of Warrants Clause in Contracts

Exercise of Warrants. This Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executed, at the office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment of the Exercise Price multiplied by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibited.

Exercise of Warrants. This The registered holder of each Warrant shall have the right, which may be exercised as in whole or such Warrant expressed, to purchase from the Company (and the Company shall issue and sell to such registered holder) the number of Shares specified in part by such Warrants, upon surrender to the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executedCompany, at the office in _____________________________ of the Warrant Agent of such Warrant, with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Warrant Agent for the account of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment of the Exercise Price multiplied by warrant exercise price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of Shares in respect of which such Warrant is then exercised. Payment of such warrant exercise price may be made in cash, or by certified check or bank draft or postal or express money order, payable in United States dollars, to the order of the Company being purchased (Warrant Agent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, upon such surrender of Warrants, and payment of the "Purchase Price")warrant exercise price as aforesaid, whereupon the Company shall issue and cause the appropriate number of Shares to be issued and shall deliver delivered with all reasonable dispatch to or upon the Holder, within 10 days of surrender written order of the Warrantregistered holder of such Warrants, and in such name or names as such registered holder may designate, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, or certificates for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery number of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of full Shares so purchased upon the exercise of this Warrant as of the close of business on the date as of which this Warrantsuch Warrants, together with a duly executed Purchase Formcash, was delivered to the Company and payment as provided in Section 9 of the Purchase Price was madethis Agreement, regardless of the date of delivery in respect of any fraction of a Share otherwise issuable upon such surrender. Such certificate representing the Shares or certificates shall be deemed to have been issued and any person so purchased, except that if the Company were subject designated to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of such Warrants and payment of the warrant exercise price as aforesaid; provided, however, that if, at the date of surrender of such Warrants and payment of such warrant exercise price, the transfer books for the Shares purchasable upon the exercise of such Warrants shall be closed, no such surrender of such Warrants and no such payment of such warrant exercise price shall be effective to constitute the person so designated to be named therein as the holder of record holder of such Shares on such date, but shall be effective to constitute such person as the holder of record of such Shares for all purposes at the opening of business on the next succeeding date day on which the transfer books for the Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company ceased shall be under no duty to deliver any certificate for such Shares. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants of like tenor will be issued for the remaining number of Shares specified in the Warrant so prohibitedsurrendered, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of Section 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

Exercise of Warrants. This Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A B duly executed, at the office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment of the Exercise Price multiplied by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s)Periods, and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibited.

Exercise of Warrants. The Registered Holder of any Warrant Certificate may exercise the Warrants, in whole or in part at any time or from time to time at or prior to the close of business, on the Expiration Date, at which time the Warrant Certificates shall be and become wholly void and of no value. Warrants may be exercised by their holders as follows: (a) This Warrant may be exercised by Registered Holder, in whole or in part part, by the Holder during the applicable Exercise Period upon presentation and surrender hereof, of this Warrant (with the Purchase Notice of Exercise Form attached hereto as Exhibit A I duly executed, executed by Registered Holder) at the principal office of the Company, or at such other office or agency as the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇may designate, accompanied by payment in full payment of an amount equal to the Exercise then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (b) Payment may be made either in lawful money of the United States or by surrender of a note made by the Company being and payable to the Registered Holder with a balance of principal plus accrued and unpaid interest to the date of surrender equal to the payment required. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection l(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of the purchase right represented by this Warrant, the Company, at its expense, will use its best efforts to cause to be issued in the name of, and delivered to, Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of full shares of Warrant Shares to which Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant (subject to adjustment as provided herein) minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) above. (d) In case the "Purchase Price")registered holder of any Warrant certificate shall exercise fewer than all of the Warrants evidenced by such certificate, whereupon the Company shall cause the appropriate number of Shares to be issued promptly countersign and shall deliver to the Holderregistered holder of such certificate, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereofor to his duly authorized assigns, a new Warrant certificate evidencing the remainder number of Warrants that were not so exercised. (e) Each person in whose name any certificate for securities is issued upon the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price exercise of Warrants shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes be deemed to have become the holder of record of Shares so purchased upon exercise of this Warrant the securities represented thereby as of the close of business on of, and such certificate shall be dated, the date as of upon which this Warrant, together with a the Warrant certificate was duly executed Purchase Form, was delivered to the Company surrendered in proper form and payment of the Purchase Price (and of any applicable taxes or other governmental charges) was made; provided, regardless of however, that if the date of delivery such surrender and payment is a date on which the stock transfer books of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on are closed, such date, the Holder person shall be deemed to have become the record holder of such Shares on shares as of, and the certificate for such shares shall be dated, the next succeeding date as of business day on which the stock transfer books of the Company ceased are open (whether before, on or after the Expiration Date) and the Company shall be under no duty to deliver the certificate for such shares until such date. The Company covenants and agrees that it shall not cause its stock transfer books to be so prohibitedclosed for a period of more than 10 consecutive business days except upon consolidation, merger, sale of all or substantially all of its assets, dissolution or liquidation or as otherwise provided by law. The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares upon exercise of the Warrants.

Exercise of Warrants. This a. Exercise of this Warrant may shall be exercised made upon delivery to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed and executed election notice, in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form form attached hereto as Exhibit A duly executed, at (the office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full “Election Notice”) and (iii) payment of the Exercise Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified or official bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by the number of Warrant Shares of specified in the Company being purchased Election Notice, or (the "Purchase Price"), whereupon the 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 the appropriate number of Shares to be issued and shall deliver cause to be delivered to the Holder, within 10 days of surrender of Warrant Holder in such name or names as the WarrantWarrant Holder may designate in the Election Notice, a certificate representing for the Warrant Shares being purchased. Upon each partial exercise hereofissuable upon such exercise, a new Warrant evidencing with such restrictive legend as required by the remainder of the Shares will be issued to the Holder, at the Company's expense1933 Act, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as applicable. Any person so designated by the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable Holder to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of receive Warrant Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record 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 next succeeding day immediately preceding the Date of Exercise (the “Fair Market Value”) of one 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 which exercising this Warrant for cash, the Company ceased Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula: X=Y (A-B) A Where X= the number of shares of Common Stock to be so prohibitedissued to the Warrant Holder Y= the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation) A= Fair Market Value B= Exercise Price (as adjusted to the date of such calculation) For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering the shares underlying the Warrants and such registration statement stays effective.

Exercise of Warrants. This A Registered Holder may exercise a Warrant may be exercised in whole or in part by the Holder delivering, not later than 5:00 P.M., New York time, on any Business Day during the applicable Exercise Period upon presentation (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and surrender hereofexecuted by the Registered Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price, the Company shall issue to the registered holder of such Warrant a certificate or certificates for the number of full shares of Common Stock to which he is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle the Warrant exercise unless a registration statement under the Act, with respect to the Purchase Form attached hereto shares of Common Stock underlying the Warrants is effective and a current prospectus is on file with the Commission. In the event that a registration statement with respect to the Common Stock underlying a Warrant is not effective under the Securities Act or a current prospectus is not on file with the Commission, the holder of such Warrant (including Placement Warrants) shall not be entitled to exercise such Warrant. Notwithstanding anything to the contrary in this Warrant Agreement, under no circumstances will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised by, or shares of Common Stock issued to, any registered holder in any state in which such exercise or issuance would be unlawful. For the avoidance of doubt, as Exhibit A duly executeda result of this Section 3.3, at any or all of the office Warrants (including the Placement Warrants) may expire unexercised. In no event shall the registered Holder of a Warrant be entitled to receive any monetary damages if the Common Stock underlying the Warrants have not been registered by the Company pursuant to an effective registration statement or if a current prospectus is available for delivery by the Warrant Agent, provided the Company has fulfilled its obligation to use its best efforts to effect such registration and ensure a current prospectus is available for delivery by the Warrant Agent. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a Business Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company located maintained with the Warrant Agent for such purpose and shall advise the Company at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing. (i) The Warrant Agent shall, ▇▇▇▇▇▇▇▇▇▇by 11:00 A.M. on the Business Day following the Exercise Date of any Warrant, ▇▇▇▇▇▇▇ ▇▇▇▇▇advise the Company and the transfer agent and registrar in respect of (a) the shares of Common Stock (the “Shares”) issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, accompanied (b) the instructions of each Registered Holder or Participant, as the case may be, with respect to delivery of the Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by full the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. (ii) The Company shall, by 5:00 P.M., New York time, on the third Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue and deliver to the Warrant Agent, the Shares to which such Registered Holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such Registered Holder or the Participant, as the case may be. Upon receipt of such Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding such Exercise Price multiplied by Date, transmit such Shares to or upon the number of Shares order of the Company being purchased (Registered Holder or Participant, as the "Purchase Price")case may be. In lieu of delivering physical certificates representing the Shares issuable upon exercise, whereupon provided the Company’s transfer agent is participating in the Depository Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the appropriate number Shares issuable upon exercise to the Registered Holder or Participant by crediting the account of Registered Holder’s prime broker with Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. (iii) The accrual of dividends, if any, on the Shares issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to the Shares. From and after the issuance of such Shares, the former Holder of the Warrants exercised will be entitled to the benefits generally available to other holders of Shares and such former Holder’s right to receive payments of dividends and any other amounts payable in respect of the Shares shall be governed by, and shall be subject to, the terms and provisions generally applicable to such Shares. (iv) Warrants may be exercised only in whole numbers of Shares. No fractional shares of Common Stock are to be issued and shall deliver to upon the Holder, within 10 days of surrender exercise of the Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. If fewer than all of the Warrants evidenced by a certificate representing the Shares being purchased. Upon each partial exercise hereofWarrant Certificate are exercised, a new Warrant Certificate for the number of unexercised Warrants remaining shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2 hereof, and delivered to the holder of this Warrant Certificate at the address specified on the books of the Warrant Agent or as otherwise specified by such Registered Holder. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the remainder balance of the Warrants remaining after such exercise. (v) The Company shall not be required to pay any stamp or other tax or governmental charge required to be paid in connection with any transfer involved in the issue of the Shares will upon the exercise of Warrants; and in the event that any such transfer is involved, the Company shall not be issued required to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price issue or deliver any Shares until such tax or other charge shall be payable by delivery of a certified have been paid or bank cashier's check payable it has been established to the Company, ’s satisfaction that no such tax or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock other charge is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibiteddue.

Exercise of Warrants. This Warrant may be exercised The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in whole SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in part lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the Holder during number of shares as to which the applicable Exercise Period upon presentation Warrant is 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 hereof, of a Warrant Certificate with the annexed Form of Election to Purchase Form attached hereto as Exhibit A duly executed, together with payment of the Exercise Price for the shares of Common Stock at the office of the Company Company's principal offices (currently located at 5995 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇16), accompanied 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 full payment each Warrant Certificate are exercisable at the option of the Exercise Price multiplied by the number of Shares Holder thereof, in whole or in part (but not as to fractional shares of the Company being purchased (Common Stock underlying the "Purchase Price"Warrants). Warrants may be exercised to purchase all or 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, whereupon the Company shall cause cancel said Warrant Certificate upon the appropriate number of Shares to be issued surrender thereof and, unless the Warrant has expired, shall execute and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing Certificate of like tenor for the remainder balance of the Shares will be issued securities purchasable thereunder. With respect to the Holderany such exercise, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes be deemed to have become the holder of record of Shares so purchased upon exercise the number of this Warrant as shares of the close of business on Common Stock evidenced by such certificate or certificates from the date as of on which this Warrant, together with a duly executed Purchase Form, the Warrant was delivered to the Company surrendered and payment of the Purchase Exercise Price was made, regardless made irrespective of the date of delivery of any certificate representing the Shares so purchasedsuch certificate, except that that, if the date of such surrender and payment is a date on which the stock transfer books of the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on are closed, such date, the Holder person shall be deemed to have become the record holder of such Shares shares at the close of business on the next succeeding date as of on which the Company ceased to be so prohibitedstock transfer books are open.

Exercise of Warrants. This Subject to the provisions hereof, this Warrant may be exercised by the holder hereof, in whole or in part part, by the Holder during surrender of this Warrant, together with a completed exercise agreement in the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form form attached hereto as Exhibit A duly executed(the “Exercise Agreement”), to the Company during normal business hours on any business day at the Company’s principal executive offices (or such other office or agency of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇as it may designate by notice to the holder hereof), ▇▇▇▇▇▇▇▇▇▇and (i) upon payment to the Company in cash, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment certified or official bank check or by wire transfer for the account of the Company of the Exercise Price multiplied by for the number of Warrant Shares of specified in the Exercise Agreement or (ii) delivery to the Company being of a written notice of an election to effect a “Cashless Exercise” (as defined in paragraph (b) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares be deemed to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expenseholder hereof or such holder’s designee, as soon as reasonably practicablethe record owner of such shares, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of on which this WarrantWarrant shall have been surrendered, together with a duly executed Purchase Formthe completed Exercise Agreement shall have been delivered, was delivered to the Company and payment of shall have been made for such shares as set forth above. Certificates for the Purchase Price was made, regardless of the date of delivery of any certificate representing the Warrant Shares so purchased, except that if representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding five (5) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company were subject to any legal requirements prohibiting it from issuing shares shall, at its expense, at the time of Common Stock on such date, the Holder shall be deemed to have become the record holder delivery of such Shares on certificates, deliver to the next succeeding date as holder a new Warrant representing the number of shares with respect to which the Company ceased to be so prohibitedthis Warrant shall not then have been exercised.

Exercise of Warrants. This Exercise of the purchase rights represented by this Warrant may be exercised made, in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executedpart, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company located as it may designate by notice in writing to the registered Holder at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment 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 Price multiplied by in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) three (3) Trading Days and (ii) the number of Shares of Trading Days comprising the Company being purchased Standard Settlement Period (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated defined in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the Section 2(d)(i) herein) following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such dateexercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank 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 deemed required, 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 shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have become the record holder effect of lowering the outstanding number of Warrant 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 purchases. The Company shall deliver any objection to any Notice of 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 Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise” and without limiting the next succeeding date as of which liquidated damages provision in Section 2(d)(i) and the buy-in provision in Section 2(d)(iv), in no event will the Company ceased be required to be so prohibitednet cash settle a Warrant exercise.

Exercise of Warrants. This Exercise of the purchase rights for Warrant Shares represented by this Warrant may be exercised made, in whole or in part part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder during appearing on the applicable books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise Period upon presentation and surrender hereof, with in the Purchase Form attached form annexed hereto as Exhibit A duly executed, at the office and within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company; provided that if the Notice of Exercise is received after 12 p.m. EST on such day, then the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇will have three (3) Trading Days for delivery, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full the Company shall have received payment of the aggregate Exercise Price multiplied by the number of Shares of the Company being Warrant Shares thereby purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or cashier’s check drawn on a United States bank or, if available, pursuant to the Company's Common Stock is listed on a securities exchange or market, cashless exercise procedure specified in the manner set forth in the following paragraph if requested by the Holder in the Purchase FormSection 2(c) below. The Holder No ink-original Notice of Exercise shall be deemed for all purposes to have become the holder required, nor shall any medallion guarantee (or other type of record guarantee or notarization) of Shares so purchased upon exercise any Notice of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered Exercise form be required. Notwithstanding anything herein to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such datecontrary, the Holder shall not be deemed required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have become the record holder effect of lowering the outstanding number of Warrant 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 purchases. The Company shall deliver any objection to any Notice of 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 Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the next succeeding date as of which the Company ceased to be so prohibitedface hereof.

Exercise of Warrants. This Exercise of the purchase rights represented by this Warrant may be exercised made, in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executedpart, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company located as it may designate by notice in writing to the registered Holder at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment 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 Price multiplied by in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) three (3) Trading Days and (ii) the number of Shares of Trading Days comprising the Company being purchased Standard Settlement Period (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated defined in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the Section 2(d)(i) herein) following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such dateexercise as aforesaid, the 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 deemed required, 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 shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have become the record holder effect of lowering the outstanding number of Warrant 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 purchases. The Company shall deliver any objection to any Notice of 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 Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the next succeeding date as face hereof. For the avoidance of which doubt, there is no circumstance that would require the Company ceased to be so prohibitednet cash settle the Warrants.

Exercise of Warrants. The Registered Holder of any Warrant Certificate may exercise the Warrants, in whole or in part at any time or from time to time at or prior to the close of business, on the Expiration Date, at which time the Warrant Certificates shall be and become wholly void and of no value. Warrants may be exercised by their holders as follows: (a) This Warrant may be exercised by Registered Holder, in whole or in part part, by the Holder during the applicable Exercise Period upon presentation and surrender hereof, of this Warrant (with the Purchase Notice of Exercise Form attached hereto as Exhibit A I duly executed, executed by Registered Holder) at the principal office of the Company, or at such other office or agency as the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇may designate, accompanied by payment in full payment of an amount equal to the Exercise then applicable Purchase Price multiplied by the number of Warrant Shares then being purchased upon such exercise. (b) Payment may be made either in lawful money of the Company being purchased (the "Purchase Price"), whereupon United States or by surrender of an outstanding note made by the Company shall cause the appropriate number of Shares to be issued and shall deliver payable to the Holder, within 10 days Registered Holder with a balance of principal plus accrued and unpaid interest to the date of surrender equal to the payment required. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection l(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection l(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (c) As soon as practicable after the exercise of the purchase right represented by this Warrant, a certificate representing but in no case later than 5 business days after the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder Notice of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable is delivered to the Company, or by wire transfer of immediately available funds the Company at its expense will use its best efforts to an account designated in writing by the Company, cause to be issued in the amount of the Purchase Pricename of, and delivered to, Registered Holder, or, if subject to the Company's Common Stock is listed on terms and conditions hereof, to such other individual or entity as Registered Holder (upon payment by Registered Holder of any applicable transfer taxes) may direct: (i) a securities exchange certificate or market, in certificates for the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The number of full shares of Warrant Shares to which Registered Holder shall be deemed entitled upon such exercise plus, in lieu of any fractional share to which Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant (subject to adjustment as provided herein) minus the number of such shares purchased by Registered Holder upon such exercise as provided in subsection l(a) above. (d) In case the registered holder of any Warrant certificate shall exercise fewer than all of the Warrants evidenced by such certificate, the Company shall promptly countersign and deliver to the registered holder of such certificate, or to his duly authorized assigns, a new certificate evidencing the number of Warrants that were not so exercised. (e) Each person in whose name any certificate for securities is issued upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record of Shares so purchased upon exercise of this Warrant the securities represented thereby as of the close of business on of, and such certificate shall be dated, the date as of upon which this Warrant, together with a the Warrant certificate was duly executed Purchase Form, was delivered to the Company surrendered in proper form and payment of the Purchase Price (and of any applicable taxes or other governmental charges) was made; provided, regardless of ¬however¬, that if the date of delivery such surrender and payment is a date on which the stock transfer books of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on are closed, such date, the Holder person shall be deemed to have become the record holder of such Shares on shares as of, and the certificate for such shares shall be dated, the next succeeding date as of business day on which the stock transfer books of the Company ceased are open (whether before, on or after the Expiration Date) and the Company shall be under no duty to deliver the certificate for such shares until such date. The Company covenants and agrees that it shall not cause its stock transfer books to be so prohibitedclosed for a period of more than 10 consecutive business days except upon consolidation, merger, sale of all or substantially all of its assets, dissolution or liquidation or as otherwise provided by law. The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of shares upon exercise of the Warrants.

Exercise of Warrants. This Exercise of the purchase rights represented by this Warrant may be exercised made, in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executedpart, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company located as it may designate by notice in writing to the registered Holder at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment the address of the Holder appearing on the books of the Company) of a duly executed e-mail attachment of the Notice of Exercise Price multiplied by in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Shares of Trading Days comprising the Company being purchased Standard Settlement Period (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated defined in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the Section 2(d)(i) herein) following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such dateexercise as aforesaid, the 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 deemed required, 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 shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have become the record holder effect of lowering the outstanding number of Warrant 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 purchases. The Company shall deliver any objection to any Notice of 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 Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the next succeeding date as of which the Company ceased to be so prohibitedface hereof.

Exercise of Warrants. This Warrant (a) The Warrants evidenced hereby may be exercised by the Holder in whole or from time to time in part part, by the Holder during surrender to the applicable Exercise Period upon presentation and surrender hereofCompany of this Warrant Certificate, with the Purchase Form attached hereto as Exhibit A duly executed, at the office of the Company located at ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full and upon payment to the Company of the Exercise Price multiplied by the number of Shares purchase price of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Warrant Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Payment shall be made by check or wire transfer. The Company agrees that the Warrant evidencing the remainder of the Shares will so purchased shall be deemed to be issued to the Holder, at Holder on the Company's expense, as soon as reasonably practicable, at the same Exercise Price, date on which this Warrant Certificate shall have been surrendered and payment made for the same Exercise Period(s)Warrant Shares; provided, and otherwise however, that surrender on any date when the stock transfer books of the Company shall be closed shall instead be effective to constitute the person entitled to receive the Warrant Shares as the record holder thereof for all purposes immediately after the opening of business on the same terms and conditions as next succeeding day on which the stock transfer books are open. The certificates for the Warrant partially exercised. The Purchase Price Shares and a new Warrant Certificate in the form of this Warrant Certificate evidencing the number of Warrants, if any, remaining unexercised shall be payable by delivery delivered to the Holder within 30 days after Warrants evidenced hereby shall have been exercised. (b) No fractional shares of a certified or bank cashier's check payable to capital stock of the Company, or by wire transfer script for any such fractional shares, shall be issued upon the exercise of immediately available funds any Warrants. Instead, the Company shall pay a cash adjustment in respect of such fraction in an amount equal to an account designated in writing by the Company, in the amount same fraction of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares price of Common Stock on such date, determined by the Holder shall be deemed to have become the record holder Board of such Shares on the next succeeding date as of which the Company ceased to be so prohibitedDirectors in good faith.

Exercise of Warrants. This Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the attached Purchase Form attached hereto as Exhibit A duly executed, at the office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment of the Exercise Price multiplied by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrantas promptly as practicable, a certificate representing the Shares being purchased. This Warrant may be exercised for not less than 1,000 Shares and in additional increments of 1,000 Shares at any time and from time to time during the Exercise Period. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s)Period, and otherwise on the same terms and conditions of like tenor as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibited.

Exercise of Warrants. (a) This Warrant may be exercised is exercisable in whole or in part at the Exercise Price per share of Common Stock payable hereunder, payable in cash or by certified or official bank check, or by "cashless exercise," by means of tendering this Warrant to the Company to receive a 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 during receives a warrant to purchase 1,500,000 shares of Common Stock at an Exercise Price of $1.00 and decides to use the applicable Exercise Period "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 presentation and exercise. Upon surrender hereof, of this Warrant with the Purchase annexed Notice of Exercise Form attached hereto as Exhibit A duly executed, at the office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full 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 the ten (10) days preceding the Company's receipt of the Notice of Exercise Form duly executed multiplied by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such dateto be issued upon surrender of this Warrant, and "Market Value Per Share" shall be an amount equal to the Holder average closing bid price of a share of Common Stock for the ten (10) days preceding the Company's receipt of the duly executed Notice of Exercise Form. (b) For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have become been acquired by the record holder of such Holder and the holding period for the Warrant Shares shall be deemed to have been commenced on the next succeeding issue date as of which this Warrant (provided such interpretation remains the Company ceased to be so prohibitedposition of the Securities and Exchange Commission).

Exercise of Warrants. This (a) Subject to Section 2, the rights represented by this Warrant Certificate may be exercised by the Holder, in whole or in part part, by the Holder during the applicable Exercise Period upon presentation and surrender hereofof this Warrant Certificate, with the Purchase attached Subscription Form attached hereto as Exhibit A duly executed, at the principal office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, accompanied ▇ (or such other office of the Company as it may designate by full notice in writing to the Holder at the address of such Holder appearing on the books of the Company at any time and from time to time during the period within which the rights represented by this Warrant Certificate may be exercised) and upon payment to or to the order of the Company of immediately available funds by wire transfer of lawful money of Canada in an amount equal to the Exercise Price per Common Share multiplied by the aggregate number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Common Shares to be issued on such exercise of this Warrant (as such amount may be adjusted in accordance with Section 5). In the event that the Holder subscribes for and shall deliver purchases any such lesser number of Common Shares prior to the HolderExpiry Time, within 10 days of surrender the Holder shall be entitled to receive a replacement Warrant Certificate, without charge, representing the unexercised balance of the WarrantWarrants as soon as practicable, a certificate representing and in any event within five Business Days, after the Warrants represented by this Warrant Certificate shall have been so exercised. (b) The Company agrees that the Common Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will so purchased shall be and be deemed to be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions Holder as the Warrant partially exercised. The Purchase Price shall be payable by delivery registered owner of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's such Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date on which both this Warrant Certificate shall have been surrendered and payment made for such Common Shares as of which this Warrant, together with a duly executed Purchase Form, was aforesaid. Certificates for the Common Shares so purchased shall be delivered to the Company Holder as soon as practicable, and payment of in any event within five Business Days, after the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares Warrants represented by this Warrant Certificate shall have been so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibitedexercised.

Exercise of Warrants. This Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executed, at the office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment of the The Exercise Price multiplied by and the number of Shares issuable upon the exercise of the Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of this Agreement, and in addition to the right to surrender Warrants without any cash payment as set forth in subsection (c) below, each Holder shall have the right, which may be exercised as set forth in such Warrants, to purchase from the Company being purchased (the "Purchase Price"), whereupon and the Company shall cause issue and sell to such Holder) the appropriate number of fully-paid and nonassessable Shares to be issued and shall deliver to the Holderspecified in such Warrants, within 10 days of upon surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or its duly authorized agent, of such Warrants, with the form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by wire transfer a member firm of immediately available funds to an account designated in writing by the Companya national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the amount United States or a member of the Purchase NASD and upon payment to the Company of the Exercise Price, oras adjusted in accordance with the provisions of Section 8 of this Agreement, if for the Company's Common Stock is listed number of Shares in respect of which such Warrants are then exercised. No adjustment shall be made for any cash dividends payable out of consolidated earnings or retained earnings on any Shares issuable upon exercise of a securities exchange Warrant. Upon each surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch, but in no event later than three (3) trading days following such surrender, to or market, in upon the manner set forth in the following paragraph if requested by written order of the Holder of such Warrants and in such name or names as such Holder may designate, a certificate or certificates for the Purchase Form. The Holder shall be deemed for all purposes to have become the holder number of record of full Shares so purchased upon the exercise of this Warrant as of the close of business on the date as of which this Warrantsuch Warrants, together with a duly executed Purchase Formcash, was delivered to the Company and payment as provided in Section 9 of the Purchase Price was madethis Agreement, regardless of the date of delivery in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate representing the Shares or certificates shall be deemed to have been issued and any person so purchased, except that if the Company were subject designated to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder be named therein shall be deemed to have become the a holder of record holder of such Shares on the next succeeding date as of the date of the surrender of Warrants and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants, the transfer books for the shares of Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company ceased shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holder(s) thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Warrant or Warrants will be issued for the remaining number of Shares specified in the Warrant so prohibitedsurrendered.

Exercise of Warrants. This Warrant The Holder may be exercised in whole or in part exercise the Warrants only by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executed, at the office of delivery to the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full of: written notice of exercise (the “Exercise Notice”) in form and substance identical to Exhibit “A” attached hereto; and payment of the Exercise Price multiplied by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Warrant Shares to be issued and shall deliver to the Holder, within 10 days of surrender in cash or by check. If less than all of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereofWarrants evidenced by this Certificate are exercised, a new Warrant certificate evidencing the remainder of the Shares Warrants not so exercised will be issued to the Holder, at . 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 Company's expense, as soon as reasonably practicable, at the same 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 true and correct. Adjustments upon Recapitalizations. In the event that the Company shall at any time hereafter (a) pay a dividend in Common Stock or securities convertible into Common Stock; (b) subdivide or split its outstanding Common Stock; or (c) combine its outstanding Common Stock into a smaller number of shares; then the number of shares to be issued immediately after the occurrence of any such event shall be adjusted so that the Holder thereafter may receive the number of shares of Common Stock 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 receive shares of stock or other securities or property (including cash) in exchange for their shares of Common Stock, thereafter the Holder shall receive, upon exercise of each Warrant, for the same Exercise Period(s)Price payable hereunder immediately prior to such event, the kind and amount of shares of 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 exclusive, and otherwise on Holder shall have no other rights upon the same terms and conditions as occurrence of any of the Warrant partially exercisedevents described in this Section 0. The Purchase Price existence of the Warrants shall be payable by delivery not affect in any way the right or power of a certified the Company to make adjustments, reclassifications, reorganizations or bank cashier's check payable to the Companychanges in its capital or business structure, or by wire to merge, consolidate, dissolve or liquidate, or to sell or transfer all or any part of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange its business or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibitedassets.

Exercise of Warrants. This Warrant (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised exercised, in whole or in part part, by the Holder during hereof at any time or from time to time, on or after the applicable Exercise Period Effective Date and on or prior to the Expiration Date upon presentation and surrender hereof, with delivery to the Purchase Form attached hereto as Exhibit A duly executed, Company at the principal executive office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇in the United States of America, ▇▇▇▇▇▇▇▇▇▇of (A) this Warrant Certificate, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full (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 multiplied for such Warrants, which shall be payable by (x) cash, or (y) certified or official bank check payable to the order of the Company. 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 three (3) Business Days after receipt of the Warrant Exercise Documentation, the Company shall deliver or cause to be delivered (A) certificates representing the number of Shares validly issued, fully paid and nonassessable shares of Common Stock specified in the Company being purchased Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and (C) if less than the "Purchase Price"), whereupon the Company shall cause the appropriate full number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares Warrants evidenced hereby are being purchased. Upon each partial exercise hereofexercised, a new Warrant evidencing the remainder Certificate or Certificates, of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Pricelike tenor, for the same Exercise Period(s)number of Warrants evidenced by this Warrant Certificate, and otherwise on less the same terms and conditions as the Warrant partially number of Warrants then being exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder Such exercise shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of been made at the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares Warrant Exercise Documentation so purchased, except that if the Company were subject Person entitled to any legal requirements prohibiting it from issuing receive shares of Common Stock on upon such date, the Holder exercise shall be deemed to have treated for all purposes as having become the record holder of such Shares 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 it in connection with 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 next succeeding date as Business Day which immediately precedes the day of which exercise. If more than one (1) such Warrant shall be exercised by the Company ceased to 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 prohibitedexercised.

Exercise of Warrants. This (a) A Warrant, when countersigned by the Warrant Agent, may be exercised in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executed, surrendering it at the office of the Company located Warrant Agent in Atlanta, Georgia, or at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇the office of its successor as warrant agent, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment prior to the close of business of the Exercise Price multiplied Warrant Agent on the Expiration Date or such earlier date as may be applicable with the exercise form set forth in the Warrant duly completed and executed, and by the number of Shares paying in full, in lawful money of the United States, the Warrant Price for each full Common Share as to which the Warrant is exercised, and any applicable taxes. Notwithstanding the foregoing, the Company being purchased is only required to use reasonable efforts which will permit the purchase and sale of the Common Shares underlying the Warrants and is not required to qualify the Warrants or the Common Shares underlying the Warrants in any state. (b) As soon as practicable after the "Purchase Price")exercise of any Warrant, whereupon the Company shall cause issue to, or upon the appropriate number of Shares to be issued and shall deliver to order of, the Holder, within 10 days of surrender holder or holders of the Warrant, in whatever name or names the Warrant holder may direct, a certificate representing or certificates for the number of full Common Shares being purchased. Upon each partial exercise hereofto which the holder or holders are entitled, registered in the name or names specified by the holder or holders, and, if the Warrant is not exercised in full (except with respect to a remaining fraction of a share), a new countersigned Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions number of shares (including fractional shares) as to which the Warrant partially has not been exercised. The Purchase Price All Warrants surrendered shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing canceled by the Company, . (c) If the same holder of one or more Warrants exercises the purchase rights under the Warrants in the same transaction in a manner that leaves the right to purchase a fraction of a share unexercised, the Company shall pay a cash adjustment with respect to that final fraction in an amount equal to the same fraction of the Purchase Pricecurrent market price of one Common Share on the business day that next precedes the day of exercise reduced by the same fraction of the Warrant Price of one Common Share on that day. For this purpose, the current market price shall be the price of one Common Share on the principal stock exchange on which the Common Shares is traded on the next preceding business day, or, if no sales take place on that day or if the Company's Common Stock is Shares are not then listed on a securities exchange or marketstock exchange, the average of the reported bid and asked prices on that day in the manner set forth over-the-counter market. (d) All Common Shares issued upon the exercise of a Warrant shall be duly and validly issued, fully paid and nonassessable, and the Company shall pay all taxes in connection with the issuance of such shares. The Company shall not be required to pay any tax imposed in connection with any transfer involved in the following paragraph if requested by issuance of a certificate for Common Shares in any name other than that of the Holder holder or holders of the Warrant surrendered in connection with the Purchase Formpurchase of the shares. The Holder In this case the Company shall not be required to issue or deliver any stock certificate until the tax has been paid. (e) Each person in whose name any certificate for Common Shares is issued shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business shares on the date as of on which this Warrant, together with a duly executed Purchase Form, the Warrant was delivered to the Company surrendered and payment of the Purchase Warrant Price and any applicable taxes was made, regardless irrespective of the date of delivery of any certificate representing the Shares so purchasedcertificate, except that that, if the date of surrender and payment is a date when the stock transfer books of the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such dateare closed, the Holder a person shall be deemed to have become the record holder of such Shares shares at the close of business on the next succeeding date as of on which the Company ceased stock transfer books are open. Except as otherwise provided in Article III, each person holding any shares received upon exercise of Warrants shall be entitled to be so prohibitedreceive only dividends or distributions which are payable to holders of record on or after the date on which the person is deemed to become the holder of record of such shares.

Exercise of Warrants. This Warrant may be exercised The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in whole SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in part lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the Holder during number of shares as to which the applicable Exercise Period upon presentation Warrant is 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 hereof, of a Warrant Certificate with the annexed Form of Election to Purchase Form attached hereto as Exhibit A duly executed, together with payment of the Exercise Price for the shares of Common Stock at the office of the Company Company's principal offices (currently located at 3811 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇), accompanied ▇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 full payment each Warrant Certificate are exercisable at the option of the Exercise Price multiplied by the number of Shares Holder thereof, in whole or in part (but not as to fractional shares of the Company being purchased (Common Stock underlying the "Purchase Price"Warrants). Warrants may be exercised to purchase all or 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, whereupon the Company shall cause cancel said Warrant Certificate upon the appropriate number of Shares to be issued surrender thereof and, unless the Warrant has expired, shall execute and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing Certificate of like tenor for the remainder balance of the Shares will be issued securities purchasable thereunder. With respect to the Holderany such exercise, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes be deemed to have become the holder of record of Shares so purchased upon exercise the number of this Warrant as shares of the close of business on Common Stock from the date as of on which this Warrant, together with a duly executed Purchase Form, the Warrant was delivered to the Company surrendered and payment of the Purchase Exercise Price was made, regardless made irrespective of the date of delivery of any certificate representing the Shares so purchasedsuch shares, except that that, if the date of such surrender and payment is a date on which the stock transfer books of the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on are closed, such date, the Holder person shall be deemed to have become the record holder of such Shares shares at the close of business on the next succeeding date as of on which the Company ceased to be so prohibitedstock transfer books are open.

Exercise of Warrants. This Warrant The warrants may be exercised by the Holder, in whole or in part (but not as to a fractional share of Common Stock), by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executed, of this Warrant Certificate at the principle office of the Company located at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, accompanied by full payment of the Exercise Price multiplied by the number of Shares ▇ (or such other office or agency of the Company being purchased as may be designated by notice in writing to the Holder at the address of such Holder appearing on the books of the Company), with the appropriate form attached duly exercised, at any time within the period beginning one day after the Holder's subscription for Units (each Unit consisting of one share of no par value Common Stock of the Company at $0.65 per share) was accepted by the Company, and expiring on that date which is exactly eighteen months and one day after the Holder's subscription for Units was accepted by the Company (the "Purchase PriceExercise Period"), whereupon ) and by payment to the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender by certified check or bank draft of the Warrant, a certificate representing purchase price for such shares. The Company agrees that the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder shares of the Shares will Common Stock so purchased shall be and are deemed to be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions Holder as the Warrant partially exercised. The Purchase Price shall be payable by delivery record owner of a certified or bank cashier's check payable to the Company, or by wire transfer such shares of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of on which this Warrant, together with a duly executed Purchase Form, was delivered to the Company Warrant Certificate shall have been surrendered and payment made for such shares of the Purchase Price was made, regardless of the date of delivery of any certificate Common Stock. Certificates representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such dateso purchased, together with any cash for fractional shares of Common Stock paid pursuant to Section 2E, shall be delivered to the Holder promptly and in no event later than ten (10) days after the Warrants shall have been so exercised, and, unless the Warrants have expired, a new Warrant Certificate, if any, that shall not have been exercised shall also be deemed delivered to have become the record holder of Holder within such Shares on the next succeeding date as of which the Company ceased to be so prohibitedtime.

Exercise of Warrants. This (a) The Holder may exercise the Warrants by (i) surrendering this Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form form of exercise notice attached hereto as Exhibit A duly executed, at the office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied executed by full payment of the Exercise Price multiplied by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender and (ii) making payment to the Company of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same aggregate Exercise Price, Price for the same Exercise Period(s)applicable Warrant Shares in cash, and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified check or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company. Upon any partial exercise of this Warrant, the Company, at its expense, shall promptly issue to the Holder for its surrendered Warrant a replacement Warrant identical in all respects to this Warrant, except that the number of Warrant Shares shall be reduced accordingly. (b) Notwithstanding anything in this Warrant to the contrary, in no event shall the amount Holder of the Purchase Price, or, Warrants be entitled to exercise the Warrants (or portions thereof) if the Company's sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company), and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is listed on a securities exchange or marketbeing made, would at the time of exercise result in the manner set forth in the following paragraph if requested beneficial ownership by the Holder in and its affiliates of more than 9.9% of the Purchase Formoutstanding shares of Common Stock. The Holder For purposes of the immediately preceding sentence, beneficial ownership shall be deemed determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder. (c) Each person in whose name any Warrant Share certificate is issued upon exercise of the Warrants shall for all purposes been deemed to have become the holder of record of the Warrant Shares so purchased upon exercise of this Warrant for which the Warrants were exercised as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing exercise. Certificates for the Warrant Shares so purchased, except that if representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time after the Warrants shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If the Warrants shall have been exercised only in part, then, unless the Warrants have expired, the Company were subject to any legal requirements prohibiting it from issuing shares shall, at its expense, at the time of Common Stock on such date, the Holder shall be deemed to have become the record holder delivery of such Shares on certificates, deliver to the next succeeding date as holder a new Warrant representing the number of Warrants which the Company ceased to be so prohibitedhave not been exercised.

Exercise of Warrants. This Warrant The warrants may be exercised by the Holder, in whole or in part (but not as to a fractional share of Common Stock), by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executed, of this Warrant Certificate at the principle office of the Company located at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, accompanied by full payment of the Exercise Price multiplied by the number of Shares ▇ (or such other office or agency of the Company being purchased as may be designated by notice in writing to the Holder at the address of such Holder appearing on the books of the Company), with the appropriate form attached duly exercised, at any time within the period beginning one day after the Holder's subscription for Units (each Unit consisting of one share of no par value Common Stock of the Company at $0.60 per share) was accepted by the Company, and expiring on that date which is exactly eighteen months and one day after the Holder's subscription for Units was accepted by the Company (the "Purchase PriceExercise Period"), whereupon ) and by payment to the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender by certified check or bank draft of the Warrant, a certificate representing purchase price for such shares. The Company agrees that the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder shares of the Shares will Common Stock so purchased shall be and are deemed to be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions Holder as the Warrant partially exercised. The Purchase Price shall be payable by delivery record owner of a certified or bank cashier's check payable to the Company, or by wire transfer such shares of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of on which this Warrant, together with a duly executed Purchase Form, was delivered to the Company Warrant Certificate shall have been surrendered and payment made for such shares of the Purchase Price was made, regardless of the date of delivery of any certificate Common Stock. Certificates representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such dateso purchased, together with any cash for fractional shares of Common Stock paid pursuant to Section 2E, shall be delivered to the Holder promptly and in no event later than ten (10) days after the Warrants shall have been so exercised, and, unless the Warrants have expired, a new Warrant Certificate, if any, that shall not have been exercised shall also be deemed delivered to have become the record holder of Holder within such Shares on the next succeeding date as of which the Company ceased to be so prohibitedtime.

Exercise of Warrants. This Warrant may At any time, the Collateral Manager may, subject to Section 10.2(d), direct the Trustee to apply Interest Proceeds (but not Principal Proceeds) to make any payments required in connection with a workout or restructuring of a Collateral Obligation or exercise an option, warrant, right of conversion or similar right in connection with a workout or restructuring of a Collateral Obligation; provided, that the Issuer will not exercise any warrant or other similar right received in connection with a workout or a restructuring of a Collateral Obligation that requires a payment that results in receipt of an Equity Security unless (i) the Collateral Manager (on the Issuer’s behalf) certifies to the Trustee that (x) exercising the warrant or other similar right is necessary for the Issuer to realize the value of the workout or restructuring and (y) any Equity Security received as a result will be exercised in whole or in part sold prior to receipt by the Holder during Issuer or, if such sale or other disposition is prohibited by applicable law or an applicable contractual restriction in the related Underlying Documents, the Issuer (or the Collateral Manager on the Issuer’s behalf) will sell such Equity Security as soon as practicable after such sale or disposition is permitted by applicable Exercise Period upon presentation law and surrender hereof, with not prohibited by such contractual restriction and (ii) the Purchase Form attached hereto as Exhibit A duly executed, at the office Collateral Manager has determined (based on advice from counsel) that such Equity Security has been “received in lieu of debt previously contracted” for purposes of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, Rule or that such Equity Security is a “loan” (not a “security”) for purposes of the loan securitization exclusion under the ▇▇▇▇▇▇▇ ▇▇▇▇▇Rule, accompanied by full payment of the Exercise Price multiplied in which case, such Equity Security may be received by the number Issuer and the Collateral Manager will use commercially reasonable efforts to effect the sale of Shares such Equity Security within three years after receipt; provided, further that, with respect to any such exercise, the Issuer shall only apply Interest Proceeds (including Contributions treated as Interest Proceeds) in excess of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes Interest Proceeds required (x) to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business pay interest due and payable on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares Secured Notes on the next succeeding date as Payment Date and (y) to cure any Coverage Test failure continuing at such time. For the avoidance of which the Company ceased doubt, any sale or other disposition described in clause (i) or (ii) above may be to be so prohibitedORCC or otherwise.

Exercise of Warrants. This Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period upon Upon presentation and surrender hereofof this Common Stock Purchase Warrant Certificate ("Warrant Certificate" or "this Certificate"), with the attached Purchase Form attached hereto as Exhibit A duly executed, at the principal office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full together with a bank check, certified check or other form of payment acceptable to the Company in the amount of the Exercise Price multiplied by the number of Warrant Shares of being purchased, the Company being purchased (Company, or the "Purchase Price")Company's Transfer Agent as the case may be, whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holderholder hereof, within 10 days certificates of surrender Common Stock which in the aggregate represent the number of the Warrant, a certificate representing the Warrant Shares being purchased. Upon each partial exercise hereof, a new This Warrant evidencing the remainder Certificate may be exercised as to 25% of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing underlying shares of Common Stock on such dateor after the tenth day following the date that a Registration Statement covering the resale of the Common Stock underlying this Warrant Certificate shall have been declared effective by the Securities and Exchange Commission (the "First Conversion Date"), with an additional 25% of this Warrant Certificate becoming exercisable 30, 60 and 90 days following the First Conversion Date, respectively. To the extent that this Warrant Certificate shall not have been exercised to the full extent permitted by the terms hereof as of the respective dates provided above, the Holder amount of Warrant Shares with respect to which this Warrant Certificate shall be deemed exercisable shall be cumulative. All or less than all of the Warrants represented by this Certificate, as provided above, may be exercised and, in case of the exercise of less than all, the Company, upon surrender hereof, will deliver to the holder a new Warrant Certificate or Certificates of like tenor and dated the date hereof entitling said holder to purchase the number of Warrant Shares represented by this Certificate which have become the record holder of not been exercised and to receive Registration Rights with respect to such Shares on the next succeeding date as of which the Company ceased to be so prohibitedWarrant Shares.

Exercise of Warrants. This Subject to Section 1 and the other provisions of this Warrant, the rights represented by this Warrant may be exercised from time to time, in whole or in part by part, by: (i) surrender of this Warrant, together with the Holder during purchase form attached hereto properly executed and completed showing the number of Warrant Shares to be purchased and the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executedexercise price(s) thereof, at the principal executive office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment (or to such transfer agent of the Exercise Price multiplied Company as it may designate by written notice to Holder); (ii) payment to the Company in immediately available funds of the aggregate exercise price for the number of Warrant Shares of specified in the above-mentioned purchase form together with applicable stock transfer taxes, if any; and (iii) delivery to the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as written representation from Holder that Holder is acquiring the Warrant partially exercisedShares for Holder's own account for investment purposes only and not with a view to distribute or sell such Warrant Shares. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder This Warrant shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of been exercised immediately prior to the close of business on the date the Warrant is surrendered and payment and investment representations are made in accordance with the foregoing provisions of this Section 2, and Holder shall become the holder of record of the Warrant Shares issuable upon such exercise at that time and date. Within five (5) business days after the rights represented by this Warrant shall have been so exercised, the Company shall deliver to Holder the certificate for the Warrant Shares so purchased and, if less than all of the Warrant Shares purchasable hereunder have been purchased upon such exercise, a Warrant in the form of this Warrant representing the right to purchase the balance of the Warrant Shares until the Expiration Time. Each certificate for Warrant Shares so purchased shall bear a legend substantially similar to the following restrictive legend: "These securities have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be sold or offered for sale unless registered under said Act and any applicable state securities laws or unless the Company has received an opinion of which this Warrant, together with a duly executed Purchase Form, was delivered counsel satisfactory to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibitedregistrations are not required."

Exercise of Warrants. This (a) A Warrant may be exercised in whole upon (i) surrender of the certificate or in part by certificates evidencing the Holder during the applicable Exercise Period upon presentation and surrender hereofWarrant to be exercised, together with the Purchase Form attached hereto as Exhibit A form of election to purchase on the reverse thereof duly executedcompleted and signed, to the Company at its principal office (or if appointed, the principal office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full warrant agent) and (ii) payment of the Exercise Warrant Price multiplied by (as defined and determined in accordance with the provisions of Section 3 and Section 6 to the Company (or if appointed, to the warrant agent for the account of the Company), for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Warrant Price shall be made by bank wire transfer to the account of the Company being purchased or bank cashier's check. (b) Subject to Section 2.2 and Section 5, sixty-one (61) days following the "Purchase Price")surrender of the Warrant with the form of election to purchase on the reverse thereof duly completed and signed, whereupon and provided that payment of the Warrant Price has been received, the Company (or if appointed, the warrant agent) shall promptly, and in any event within three (3) business days following the aforesaid sixty-one day period, cause the appropriate number of Shares to be issued and shall deliver delivered to or upon the Holder, within 10 days of surrender written order of the WarrantHolder and in such name or names as the Holder may designate, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, or certificates for the same Exercise Period(s), and otherwise on the same terms and conditions as the number of full Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon the exercise of this Warrant as of the close of business on the date as of which this such Warrant, together with a duly executed Purchase Formcash, was delivered to the Company and payment of the Purchase Price was madeas provided in Section 8, regardless of the date of delivery in respect of any fractional Warrant Shares otherwise issuable upon such exercise. Such Warrant Share certificate representing the Shares or certificates shall be deemed to have been issued and any person so purchased, except that if the Company were subject designated to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder be named therein shall be deemed to have become the record a holder of record of such Warrant Shares as of the later of (i) the sixty first day after the surrender of such Warrants with the form of election to purchase on the next succeeding reverse thereof duly completed and signed, and (ii) the date on which payment of the Warrant Price, as of which aforesaid, shall have been received by the Company ceased (or if appointed, to the warrant agent for the account of the Company), for such Warrant Shares. The rights of purchase represented by the Warrant shall be exercisable, at the election of the Holder thereof, either in full or from time to time in part. In the event that a certificate evidencing the Warrant is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the date of expiration of the Warrant, a new certificate evidencing the unexercised portion of the Warrant will be issued, and the warrant agent (if so prohibitedappointed) is hereby irrevocably authorized to countersign and to deliver the required new Warrant certificate or certificates pursuant to the provisions of this Section 2.1. The Company, whenever required by the warrant agent (if appointed), will supply the warrant agent with Warrant certificates duly executed on behalf of the Company for such purpose.

Exercise of Warrants. This 2.1 The Warrants represented by this Warrant Certificate may be exercised by the Holder at any time prior to the Expiry Time, in whole or in part part, by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executed, at delivering to the office of the Company located Corporation, at ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇Kelowna, ▇▇▇▇▇▇▇ ▇▇▇▇▇BC V1X 2P7, accompanied by full 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 US funds to or to the order of the Corporation in payment of the Exercise Price multiplied by for 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 Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares Warrants are to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed immediately for all purposes to have become be the holder or holders of record of such Common Shares so purchased upon 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 as Certificate. In the event that the Holder subscribes for and purchases any such lesser number of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered Common Shares prior to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such dateExpiry Time, the Holder shall be deemed 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 this Warrant Certificate will, upon payment of the Exercise Price therefor, be duly authorized and validly issued as fully paid and non-assessable Common Shares, free and clear of all liens, charges and encumbrances; (b) from and after the date of this Warrant Certificate and otherwise during the period within which the rights represented by this Warrant Certificate may be exercised, the Corporation will at all times (to the extent necessary under applicable corporate law) have become authorized and reserved for issuance a sufficient number of Common Shares to provide for the record holder exercise of the Warrants 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 next succeeding date 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 which the Company ceased 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 so prohibitedfiled 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 certificate or certificates representing the Common Shares to be issued 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, AS AMENDED (THE "SECURITIES ACT"), 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 the 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 state of the United States. The Holder is advised to seek professional advice as to applicable resale restrictions.

Exercise of Warrants. (a) This Warrant may be exercised is exercisable in whole or in part at any time and from time to time. Such exercise shall be effectuated by submitting to the 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. The Notice of Exercise shall be executed by the Holder during of this Warrant and shall indicate the applicable Exercise Period upon presentation and number of shares then being purchased pursuant to such exercise. Upon surrender hereofof this Warrant Certificate, together with the Purchase Form attached hereto as Exhibit A duly executed, at the office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full appropriate 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. (b) If the Notice of Exercise form elects a "cashless" exercise, the Holder shall thereby be entitled to receive a number of shares of Common Stock equal to (x) the excess of the Current Market Value (as defined below) over the total cash exercise price of the portion of the Warrant then being exercised, divided by (y) the Market Price of the Common Stock as of the trading day immediately prior to the Exercise Date. For the purposes of this Warrant, the terms (Q) "Current Market Value" shall be an amount equal to the Market Price of the Common Stock as of the trading day immediately prior to the Exercise Date, multiplied by the number of Shares shares of Common Stock specified in such Notice of Exercise Form, and (R) "Market Price of the Company being purchased (Common Stock" shall be the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender closing price of the Warrant, a certificate representing Common Stock as reported by the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, Reporting Service for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercisedrelevant date. The Purchase holder may not elect a "cashless" exercise until one year from the date hereof or any time when there is a currently effective Registration Statement for the shares of Common Stock underlying the warrants. (c) If the Notice of Exercise form elects a "cash" exercise, the Exercise Price per share of Common Stock for the shares then being exercised shall be payable in cash or by delivery of a certified or official bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. check. (d) The Holder shall be deemed for all purposes to have become be the holder of record of Shares so purchased upon exercise the shares issuable to it in accordance with the provisions of this Warrant as of the close of business Section 2.1 on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibited.Exercise Date

Exercise of Warrants. This a. Upon surrender of this Warrant may be exercised with the Form of Election to Purchase attached hereto duly completed and signed to the Company, at its address set forth in Section 10, and upon payment and delivery of the Exercise Price per Warrant Share multiplied by the number of Warrant Shares that the Warrant Holder intends to purchase hereunder, in lawful money of the United States of America, in cash or by certified or official bank check or checks or in whole or in part by as a reduction in the Holder during the applicable Exercise Period upon presentation Non-Negotiable 12% Promissory Note dated as of February 29, 2004 as Amended and surrender hereofRestated as of June 24, with the Purchase Form attached hereto as Exhibit A duly executed, at the office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment of the Exercise Price multiplied by the number of Shares of the Company being purchased 2005 (the "Purchase PriceNote")) between the Company and the Warrant Holder, whereupon to the Company, all as specified by the Warrant Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 7 business days after the Date of Exercise [as defined herein]) issue or cause the appropriate number of Shares to be issued and shall deliver cause to be delivered to or upon the written order of the Warrant Holder and in such name or names as the Warrant Holder may designate (subject to the Holder, within 10 days restrictions on transfer described in the legend set forth on the face of surrender of the this Warrant), a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s)Warrant Shares issuable upon such exercise, and otherwise on with such restrictive legend as required by the same terms and conditions as 1933 Act. Any person so designated by the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable Holder to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of receive Warrant Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of record of such Warrant Shares on the next succeeding date as of which the Company ceased Date of Exercise of this Warrant. Notwithstanding anything contained herein to the contrary, this Warrant may not be exercised after the Warrant Holder has received notice of prepayment pursuant to the Note until the adjustment required to be so prohibitedmade pursuant to the last sentence of Section 7(d) of this Warrant is taken into account.

Exercise of Warrants. This Warrant 2.1 Warrants may be exercised in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, at any time until 5:00 p.m. Boston time on the Expiration Date or 5:00 p.m. Boston Time on the last business day before the Redemption Date (as defined in Section 8), as the case may be, as to the whole or any lesser number of the Warrant Shares covered hereby, by the surrender of this Warrant Certificate (with the Purchase Form attached hereto as Exhibit A election at the end hereof duly executed, at the office of ) to the Company located at its main office at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ , ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇("Main Office"), accompanied or at such other place as may be designated in writing by full payment the Company, together with a certified or bank check payable to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares for which such Warrants are being exercised. 2.2 Upon each exercise of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares Holder's rights to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new purchase Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such dateShares, the Holder shall be deemed to have become be the record holder of record of the Warrant Shares issuable upon such Shares on exercise, notwithstanding that the next succeeding date as transfer books of which the Company ceased shall then be closed or certificates representing such Warrant Shares shall not then have been actually delivered to the Holder. As soon as practicable after each such exercise of a Warrant, the Company shall issue and deliver to the Holder a certificate or certificates for the Warrant Shares issuable upon such exercise, registered in the name of the Holder or its designee. If a Warrant should be so prohibitedexercised in part only, the Company shall, upon surrender of the Warrant Certificate evidencing such Warrant for cancellation, execute and deliver a new Warrant Certificate evidencing the right of the Holder to purchase the balance of the Warrant Shares (or portions thereof) subject to purchase hereunder. 2.3 The issuance of any shares or other securities upon the exercise of Warrants and the delivery of certificates or other instruments representing such shares or other securities shall be made without charge to the Holder for any tax or other charge (other than payment of the Exercise Price) in respect of such issuance. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established of the satisfaction of the Company that such tax has been paid.

Exercise of Warrants. This (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 Section 4(b) below, a Holder may exercise Warrants evidenced by a Warrant may be exercised Certificate in whole or in part at any time prior to the Expiration Time by delivering to the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executed, at the office Secretary of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment of Bank (i) the Exercise Price multiplied by Warrant Certificate; (ii) a written notice to the Bank specifying the number of Shares with respect to which Warrants are being exercised (the “Exercise Notice”); and (iii) a check for the full amount of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number aggregate Exercise Price of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial acquired. (b) Notwithstanding any provision in this Agreement to the contrary, no Holder may exercise hereofWarrants if such exercise would cause, or would create a new Warrant evidencing material risk of causing, the remainder Bank to be ineligible to be taxed as an “S corporation” under section 1361 of the Shares will Internal Revenue Code of 1986, as amended, as may be issued 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 HolderHolder (“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 the Company's expensea future date, as soon as reasonably practicable, at the same Exercise Price, or (ii) receive cash for the same Exercise Period(s), and otherwise on the same terms and conditions as the each Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable equal to the Company, or by wire transfer difference between the book value per share of immediately available funds to an account designated in writing by the Company, in the amount common stock of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant Bank as of the close end of business on the quarter immediately preceding the date as of on which this Warrant, together with a duly executed Purchase Form, the Exercise Notice was delivered to the Company and payment Bank less the exercise price per share; provided, however, that the Holder shall not have the right to receive cash pursuant to this provision at any time following the occurrence of a Regulatory Event. In the Purchase Price was made, regardless of event that the Bank does not receive an election from the Holder within ten (10) business days following the date of delivery of any certificate representing the Shares so purchased, except that if Bank Notice to either retain the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such dateWarrants or receive cash, the Bank shall return the Warrant Certificate, along with the Holder’s check representing payment for the Exercise Price of the Warrants, and the Holder shall be deemed may attempt to have become exercise the record holder Warrants at a future date in accordance with the terms of such Shares on the next succeeding date as of which the Company ceased to be so prohibitedthis Agreement.

Exercise of Warrants. (a) This Warrant may be exercised is exercisable in whole or in part at the Exercise Price per share of Common Stock payable hereunder, payable in cash or by certified or official bank 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 Company to receive a 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 during receives a warrant to purchase 1,500,000 shares of Common Stock at an Exercise Price of $1.00 and decides to use the applicable Exercise Period "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 presentation and exercise. Upon surrender hereof, of this Warrant with the Purchase annexed Notice of Exercise Form attached hereto as Exhibit A duly executed, at the office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full 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 the ten (10) days preceding the Company's receipt of the Notice of Exercise Form duly executed multiplied by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such dateto be issued upon surrender of this Warrant, and "Market Value Per Share" shall be an amount equal to the Holder average closing bid price of a share of Common Stock for the ten (10) days preceding the Company's receipt of the duly executed Notice of Exercise Form. (b) For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have become been acquired by the record holder of such Holder and the holding period for the Warrant Shares shall be deemed to have been commenced on the next succeeding date as of which the Company ceased to be so prohibitedissue date.

Exercise of Warrants. This Warrant may be exercised The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in whole Section 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in part lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the Holder during number of shares as to which the applicable Exercise Period upon presentation Warrant is 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 hereof, of a Warrant Certificate with the annexed Form of Election to Purchase Form attached hereto as Exhibit A duly executed, together with payment of the Exercise Price for the shares of Common Stock at the office of the Company Company's principal offices (currently located at 3811 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇), accompanied ▇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 full payment each Warrant Certificate are exercisable at the option of the Exercise Price multiplied by the number of Shares Holder thereof, in whole or in part (but not as to fractional shares of the Company being purchased (Common Stock underlying the "Purchase Price"Warrants). Warrants may be exercised to purchase all or 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, whereupon the Company shall cause cancel said Warrant Certificate upon the appropriate number of Shares to be issued surrender thereof and, unless the Warrant has expired, shall execute and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing Certificate of like tenor for the remainder balance of the Shares will be issued securities purchasable thereunder. With respect to the Holderany such exercise, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes be deemed to have become the holder of record of Shares so purchased upon exercise the number of this Warrant as shares of the close of business on Common Stock from the date as of on which this Warrant, together with a duly executed Purchase Form, the Warrant was delivered to the Company surrendered and payment of the Purchase Exercise Price was made, regardless made irrespective of the date of delivery of any certificate representing the Shares so purchasedsuch shares, except that that, if the date of such surrender and payment is a date on which the stock transfer books of the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on are closed, such date, the Holder person shall be deemed to have become the record holder of such Shares shares at the close of business on the next succeeding date as of on which the Company ceased to be so prohibitedstock transfer books are open.

Exercise of Warrants. This (a) A Warrant may be exercised in whole or in part by the Purchaser or any Holder only in accordance with the terms and conditions of this Agreement and at any time during the applicable Exercise Period upon presentation period beginning on the dates specified in Section 2(b) and surrender hereofending on ------------ the Expiration Date. (b) None of the Warrants shall be exercisable until the earliest date that the Purchaser has submitted to the Company at least $1,000,000 of purchase orders under the Equipment Purchase Agreement. On such date, with 10% of the Warrants (rounded to the nearest whole Warrant) shall become exercisable. Thereafter, an additional 10% of the Warrants (rounded to the nearest whole Warrant) shall become exercisable for each additional $1,000,000 of purchase orders as are submitted by the Purchaser to the Company under the Equipment Purchase Agreement, such that the entire amount of Warrants shall be exercisable when $10,000,000 of purchase orders have been submitted. In the event of a Change of Control (as defined in the Purchase Form attached hereto as Exhibit A duly executedAgreement) of the Company, at (i) the office Company shall continue to perform its obligations under the Purchase Agreement (or, if the Change of Control results in the merger or consolidation of the Company located with, the sale of assets of the Company to, or any other acquisition of the Company by, another Person, then such Person shall continue to perform the obligations of the Company under the Equipment Purchase Agreement) and (ii) if the Change of Control results in issuance of securities or other consideration in exchange for or upon cancellation of Common Stock (whether as a result of a recapitalization, merger, consolidation, sale of assets or other transaction), then the Holder's rights under this Warrant will continue except that this Warrant will automatically be converted into the right to purchase, upon exercise in accordance with the terms hereof, such other securities or consideration that would have been issued or paid to the Holder if the Holder had exercised this Warrant and converted the underlying Warrant Debentures (and held the Common Stock that would have been issued upon such conversion of the Warrant Debentures) immediately before such transaction. (c) Subject to the terms and conditions hereof, Warrants may be exercised pursuant to this Section 2 upon surrender to the Company at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇its --------- executive offices of the certificate or certificates evidencing the Warrant(s) to be exercised and upon payment to the Company of the aggregate Exercise Price for the number of Warrants which are then exercised, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full provided that a Warrant may not be exercised in part. Upon such surrender of Warrant Certificates and payment of the Exercise Price multiplied in cash or by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, the Company shall issue and cause to be delivered with all reasonable dispatch (and in any event within three Business Days after such surrender) to or by wire transfer upon the written order of immediately available funds to an account designated in writing by the CompanyHolder, and in the amount name of the Purchase PriceHolder or the Holder's nominee, or, if Warrant Debentures issuable upon the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Formexercise of such Warrants. The Holder Such Warrant Debentures shall be deemed for all purposes to have become been issued and the holder of record of Shares Person so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder named therein shall be deemed to have become the record a holder of such Shares on the next succeeding date Warrant Debentures as of which the date of the surrender of such Warrant Certificates. (d) Subject to the terms and conditions hereof, the Warrants shall be exercisable at the election of the Holders thereof, either in full or from time to time in part (but in no event shall a Warrant be exercisable in part), and in the event that a Warrant Certificate is exercised in respect of fewer than all of the Warrants evidenced by such Warrant Certificate at any time prior to the Expiration Date of such Warrant, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section 2(d). All Warrant Certificates surrendered upon ------------ exercise of Warrants shall be canceled. The Company ceased shall keep copies of this Agreement and any notices received hereunder available for inspection during normal business hours at its office. The Company will furnish, at its expense, copies of this Agreement and all such notices, upon request, to be so prohibitedany Holder of any Warrant Certificates.

Exercise of Warrants. This Except as provided in Section 4 below, commencing -------------------- after November 8, 2001 exercise of the purchase rights represented by this Warrant may be exercised made at any time or times, before the close of business on the Expiration Date, or such earlier date on which this Warrant may terminate as provided in whole or in part this Warrant, by the Holder during surrender of this Warrant, together with a completed exercise agreement in the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form form attached hereto as Exhibit A duly executed(the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇as it may designate by notice to the Holder), ▇▇▇▇▇▇▇▇▇▇and upon payment to the Company in United States dollars in cash, ▇▇▇▇▇▇▇ ▇▇▇▇▇by certified check or cashier's check, accompanied or by full payment wire transfer to an account designated by the Company of immediately available funds, in an amount equal to the Exercise Price multiplied by the number of Warrant Shares of specified in the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares Exercise Agreement to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new The Warrant evidencing the remainder of the Shares will so purchased shall be deemed to be issued to the Holder, at the CompanyHolder or such ▇▇▇▇▇▇'s expensedesignee, as soon as reasonably practicablethe record owner of such shares, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of on which this WarrantWarrant shall have been surrendered, together with a duly executed Purchase Formthe completed Exercise Agreement shall have been delivered, was delivered to the Company and payment of shall have been made for the Purchase Price was madeWarrant Shares as set forth above or, regardless of if such date is not a business date, on the date of delivery of any certificate representing the next succeeding business date. The Warrant Shares so purchased, except that if representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the Holder within a reasonable time, not exceeding three business days, after this Warrant shall have been so exercised. If the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, the Company were subject will cause its transfer agent to any legal requirements prohibiting it from issuing shares electronically transmit the Warrant Shares so purchased to the Holder by crediting the account of Common Stock on such datethe Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company will deliver to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be deemed to have become in such denominations as may be reasonably requested by the record holder Holder, shall be registered in the name of such Shares on the next succeeding date Holder or such other name as of which shall be designated by such Holder, and shall not bear any restrictive legend, unless otherwise required by law. If this Warrant shall have been exercised only in part, then the Company ceased will, at the time of delivery of the certificates for the Warrant Shares purchased, deliver to be so prohibitedthe Holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised.

Exercise of Warrants. This The Warrants represented by this Warrant Certificate may be exercised by the Holder hereof, in whole or in part (but not as to a fractional Common Share), by the Holder during the applicable Exercise Period upon presentation and surrender hereofof this Warrant Certificate, with the Purchase attached Subscription Form attached hereto as Exhibit A duly executed, at the principal office of the Company located at ▇▇▇▇-▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or such other office of the Company as it may designate by notice in writing to the Holder hereof at the address of such Holder appearing on the books of the Company at any time during the period within which the Warrants represented by this Warrant Certificate may be exercised) and upon payment to it for the account of the Company, accompanied by full payment in cash or a certified cheque, money order, bank draft or wire transfer of the Exercise Price multiplied by for such Common Shares. The Company agrees that the number of Common Shares of the Company being so purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares be and be deemed to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions Holder hereof as the Warrant partially exercised. The Purchase Price shall be payable by delivery registered owner of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's such Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of on which this Warrant, together with a duly executed Purchase Form, was Warrant Certificate shall have been surrendered and payment made for such Common Shares as aforesaid. Certificates for the Common Shares so purchased shall be delivered to the Company and payment of Holder hereof within a reasonable time, not exceeding three business days, after the Purchase Price was madeWarrants represented by this Warrant Certificate shall have been so exercised and, regardless of unless the date of delivery of any certificate Warrants have expired, a new Warrant Certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares number of Common Stock on such dateShares, if any, with respect to which the Warrants shall not then have been exercised shall also be issued to the Holder shall be deemed to have become the record holder of hereof within such Shares on the next succeeding date as of which the Company ceased to be so prohibitedtime.

Exercise of Warrants. This Warrant A. The Warrants may be exercised by the Holder, in whole or in part (but not as to a fractional share of Common Stock), by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executed, of this Warrant Certificate at the principal office of the Company located at 42 Broadway, Suite 1100-26, New Yo▇▇, ▇▇ ▇▇▇▇▇ (▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, accompanied the Company as may be designated by full payment notice in writing to the Holder at the address of such Holder appearing on the books of the Exercise Price multiplied by Company), with the number of Shares of appropriate form attached hereto duly exercised, at any time within the Company being purchased period beginning on the date described in Section1B hereof and expiring at 5:00PM on the "Expiration Date" (defined below) (the "Purchase PriceExercise Period"), whereupon ) and by payment to the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender by certified check or bank draft of the Warrant, a certificate representing purchase price for such shares. The Company agrees that the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder shares of the Shares will Common Stock so purchased shall be and are deemed to be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions Holder as the Warrant partially exercised. The Purchase Price shall be payable by delivery record owner of a certified or bank cashier's check payable to the Company, or by wire transfer such shares of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of on which this Warrant, together with a duly executed Purchase Form, was delivered to the Company Warrant Certificate shall have been surrendered and payment made for such shares of the Purchase Price was made, regardless of the date of delivery of any certificate Common Stock. Certificates representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock so purchased, together with any cash for fractional shares of Common Stock paid pursuant to Section 2E, shall be delivered to the Holder promptly and in no event later than ten (10) days after the Warrants shall have been so exercised, and, unless the Warrants have expired, a new Warrant Certificate representing the number of Warrants represented by the surrendered Warrant Certificate, if any, that shall not have been exercised shall also be delivered to the Holder within such time. B. The Warrants will be exercisable subject to the following limitations: (1) One-third of the Warrants held by Investor will be exercisable only after the ninetieth (90th) day following the date (the "Effective Date") on such datewhich the Securities and Exchange Commission ("SEC") declares the first registration statement provided for in Section 6 of the Warrant Purchase Agreement to be effective. (2) An additional one-third of the Warrants held by Investor will be exercisable only after the one hundred eightieth (180th) day following the Effective Date; and (3) The final one-third of the Warrants held by Investor will be exercisable only after the two hundred seventieth (270th) day following the Effective Date. Each exercise of the Warrants shall be contingent upon the Holder, or its successors, having previously exercised the Warrants to the fullest extent permitted. The foregoing notwithstanding, the Holder Company shall have the right to extend (but not accelerate), from time to time, in whole or in part, the dates on which, and the extent to which, the Warrants are exercisable. Such extensions shall be deemed set forth in one or more written notices delivered to have become Investor not less than thirty (30) days prior to any date on which exercise would be permitted, as then in effect. The foregoing notwithstanding, provided that Investor has fully exercised all Warrants theretofore exercisable, Investor may exercise the record holder of such Shares Warrants to the extent not therefore exercised, on an after June 30, 2002. In any event, unless otherwise agreed in writing by the next succeeding date as of which Company, the Company ceased to be so prohibitedWarrants will expire at 5:00pm New York City Time on December 31, 2003 (the "Expiration Date").

Exercise of Warrants. This Exercise of the purchase rights represented by this Warrant may be exercised made, in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executedpart, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company located as it may designate by notice in writing to the registered Holder at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment 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 Price multiplied by in the form annexed hereto. Within the earlier of (i) three (3) Trading Days and (ii) the number of Shares of Trading Days comprising the Company being purchased Standard Settlement Period (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated defined in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the Section 2(d)(i) herein) following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such dateexercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank 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 deemed required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have become the record holder effect of lowering the outstanding number of Warrant 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 purchases. The Company shall deliver any objection to any Notice of 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 Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the next succeeding date as of which the Company ceased to be so prohibitedface hereof.

Exercise of Warrants. This Warrant may be exercised The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in whole SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company: PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in part lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the Holder during number of shares as to which the applicable Exercise Period upon presentation Warrant is 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 hereof, of a Warrant Certificate with the annexed Form of Election to Purchase Form attached hereto as Exhibit A duly executed, together with payment of the Exercise Price for the shares of Common Stock at the office of the Company Company's principal offices (currently located at 3811 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇), accompanied ▇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 full payment each Warrant Certificate are exercisable at the option of the Exercise Price multiplied by the number of Shares Holder thereof, in whole or in part (but not as to fractional shares of the Company being purchased (Common Stock underlying the "Purchase Price"Warrants). Warrants may be exercised to purchase all or 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, whereupon the Company shall cause cancel said Warrant Certificate upon the appropriate number of Shares to be issued surrender thereof and, unless the Warrant has expired, shall execute and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing Certificate of like tenor for the remainder balance of the Shares will be issued securities purchasable thereunder. With respect to the Holderany such exercise, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes be deemed to have become the holder of record of Shares so purchased upon exercise the number of this Warrant as shares of the close of business on Common Stock from the date as of on which this Warrant, together with a duly executed Purchase Form, the Warrant was delivered to the Company surrendered and payment of the Purchase Exercise Price was made, regardless made irrespective of the date of delivery of any certificate representing the Shares so purchasedsuch shares, except that that, if the date of such surrender and payment is a date on which the stock transfer books of the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on are closed, such date, the Holder person shall be deemed to have become the record holder of such Shares shares at the close of business on the next succeeding date as of on which the Company ceased to be so prohibitedstock transfer books are open.

Exercise of Warrants. This Exercise of the purchase rights represented by this Warrant may be exercised made, in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executedpart, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company located as it may designate by notice in writing to the registered Holder at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment the address of the Holder appearing on the books of the Company) of a duly executed e-mail attachment of the Notice of Exercise Price multiplied by in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Shares of Trading Days comprising the Company being purchased Standard Settlement Period (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated defined in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the Section 3(d)(i) herein) following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such dateexercise as aforesaid, the 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 3(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be deemed required, 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 shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have become the record holder effect of lowering the outstanding number of Warrant 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 purchases. The Company shall deliver any objection to any Notice of 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 Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the next succeeding date as of which the Company ceased to be so prohibitedface hereof.

Exercise of Warrants. This Warrant may be exercised in whole or in part by (a) Subject to the Holder during the applicable Exercise Period provisions of subsection (b) and (c) of this Section 1 and Section 4 hereof, upon presentation and surrender hereofof this Warrant, with the Purchase Form attached hereto as Exhibit A Notice of Exercise of Warrant duly executed, at the office of the Company located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied or at such other place as the Company may designate by full payment notice to the Holder hereof, together with a check payable to the order of the Company in the amount of the Exercise Price multiplied by times the number of Shares of being purchased, the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the HolderHolder hereof, within 10 days of surrender of the Warrantas promptly as practicable, a certificate representing the Shares being purchased. Upon each partial 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 evidencing of like tenor entitling the remainder Holder to purchase the number of Shares as to which this Warrant has not been exercised. (b) Subject to Section 1(c) hereof, this Warrant may be exercised in whole or in part at any time after the later of the Shares will be issued to the Holder, at date that the Company's expenseproposed banking subsidiary, as soon as reasonably practicable, at Penn Mar Community Bank (the same Exercise Price, for the same Exercise Period(s"Bank"), and otherwise opens for business, or one year from the termination date of the Company's initial public offering pursuant to a registration statement which will be filed on Form SB-2 with the same terms and conditions as Securities Exchange Commission (the "Registration Statement"). (c) This Warrant partially exercised. The Purchase Price shall be payable by delivery void and of a certified no force or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, effect (i) if the Company's Common Stock initial public offering is listed on a securities exchange or marketterminated prior to completion; (ii) if the Bank does not open for business within one year from the termination date of the Company's initial public offering; (iii) if the Company determines, in its sole discretion, that the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise existence of this Warrant as will affect the ability of the close Company to conduct its initial public offering or the ability of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and/or the Bank to obtain the regulatory authority necessary for the Bank to commence banking operations; (iv) if the Bank's principal Federal or State regulatory authority issues a capital directive or other order requiring the Bank to obtain additional capital and payment of this Warrant is not exercised within a time period set by the Purchase Price was made, regardless of Company or (v) after that date which is ten years from the date of delivery the Company's prospectus which forms part of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibitedRegistration Statement.

Exercise of Warrants. This (a) A Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executed, surrendering it at the principal office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇in Knoxville, ▇▇▇▇▇▇▇▇▇▇Tennessee, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment prior to the close of the Exercise Price multiplied by the number of Shares business of the Company being purchased on the Expiration Date or such earlier date as may be applicable, with the exercise form set forth in the Warrant duly completed and executed, and by paying in full, in lawful money of the United States, the Warrant Price for each full Common Share as to which the Warrant is exercised, and any applicable taxes. Notwithstanding the foregoing, (i) no Warrants may be exercised for fewer than 500 shares at any one time, unless such holder holds Warrants for fewer than 500 shares in which case such Warrants must be exercised for all remaining shares; and (ii) the Company is only required to use reasonable efforts which will permit the purchase and sale of the Common Shares underlying the Warrants and is not required to register or qualify the Warrants or the Common Shares underlying the Warrants under the Securities Act of 1933, as amended (the "Purchase PriceSecurities Act")) or the securities "blue sky" laws of any state. (b) As soon as practicable after the exercise of any Warrant, whereupon the Company shall cause issue to, or upon the appropriate number of Shares to be issued and shall deliver to order of, the Holder, within 10 days of surrender holder or holders of the Warrant, in whatever name or names the Warrant holder may direct, a certificate representing or certificates for the number of full Common Shares being purchased. Upon each partial exercise hereofto which the holder or holders are entitled, registered in the name or names specified by the holder or holders, and, if the Warrant is not exercised in full (except with respect to a remaining fraction of a share), a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions number of shares (including fractional shares) as to which the Warrant partially has not been exercised. The Purchase Price All Warrants surrendered shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing canceled by the Company, . (c) If the same holder of one or more Warrants exercises the purchase rights under the Warrants in the same transaction in a manner that leaves the right to purchase a fraction of a share unexercised, the Company shall pay a cash adjustment with respect to that final fraction in an amount equal to the same fraction of the Purchase Pricecurrent market price of one Common Share on the business day that next precedes the day of exercise reduced by the same fraction of the Warrant Price of one Common Share on that day. For this purpose, the current market price shall be the price of one Common Share on the principal stock exchange on which the Common Shares is traded at the close of the market on the next preceding business day, or, if the Company's Common Stock is Shares are not then listed on a securities exchange or marketstock exchange, the average of the reported bid and asked prices on that day in the manner set forth over-the-counter market. If no sales take place on the next preceding day, the price or the average of the bid and asked prices, whichever is applicable, shall be determined as of the preceding business day on which shares were traded closest in time to the date of exercise, provided that such day is no more than 5 business days prior to the date of exercise. (d) All Common Shares issued upon the exercise of a Warrant shall be duly and validly issued, fully paid and nonassessable, and the Company shall pay all taxes in connection with the issuance of such shares. The Company shall not be required to pay any tax imposed in connection with any transfer involved in the following paragraph if requested by issuance of a certificate for Common Shares in any name other than that of the Holder holder or holders of the Warrant surrendered in connection with the Purchase Formpurchase of the shares. The Holder In this case the Company shall not be required to issue or deliver any stock certificate until the tax has been paid. (e) Each person in whose name any certificate for Common Shares is issued shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business shares on the date as of on which this Warrant, together with a duly executed Purchase Form, the Warrant was delivered to the Company surrendered and payment of the Purchase Warrant Price and any applicable taxes was made, regardless irrespective of the date of delivery of any certificate representing the Shares so purchasedcertificate, except that that, if the date of surrender and payment is a date when the stock transfer books of the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such dateare closed, the Holder a person shall be deemed to have become the record holder of such Shares shares at the close of business on the next succeeding date as of on which the Company ceased stock transfer books are open. Except as otherwise provided in Article III, each person holding any shares received upon exercise of Warrants shall be entitled to be so prohibitedreceive only dividends or distributions which are payable to holders of record on or after the date on which the person is deemed to become the holder of record of such shares.

Exercise of Warrants. This A Registered Holder may exercise a Warrant may be exercised in whole or in part by the Holder delivering, not later than 5:00 P.M., New York time, on any Business Day during the applicable Exercise Period upon presentation (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and surrender hereofexecuted by the Registered Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Purchase Form attached hereto Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. As soon as Exhibit A duly executedpracticable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price, at the office Company shall issue to the registered holder of such Warrant a certificate or certificates for the number of full shares of Common Stock to which he is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Public Warrant or an Underwriters’ Warrant and shall have no obligation to settle the Warrant exercise unless a registration statement under the Act with respect to the Common Stock is effective, subject to the Company’s satisfying its obligations under Section 7.4 to use its best efforts. In the event that a registration statement with respect to the Common Stock underlying a Public Warrant or an Underwriters’ Warrant is not effective under the Act, the holder of such Public Warrant or Underwriters’ Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the warrant exercise. Public Warrants and Underwriters’ Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. The shares of common stock issuable upon exercise of Founder Warrants and Placement Warrants shall be unregistered shares. In the event that a registration statement is not effective for the exercised Public Warrants and Underwriters’ Warrants, the purchaser of a unit containing such Warrant, will have paid the full purchase price for the unit solely for the shares included in such unit. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a Business Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company located maintained with the Warrant Agent for such purpose and shall advise the Company at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing. (i) The Warrant Agent shall, ▇▇▇▇▇▇▇▇▇▇by 11:00 A.M. on the Business Day following the Exercise Date of any Warrant, ▇▇▇▇▇▇▇ ▇▇▇▇▇advise the Company and the transfer agent and registrar in respect of (a) the shares of Common Stock (the “Shares”) issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, accompanied (b) the instructions of each Registered Holder or Participant, as the case may be, with respect to delivery of the Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by full the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. (ii) The Company shall, by 5:00 P.M., New York time, on the third Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue and deliver to the Warrant Agent, the Shares to which such Registered Holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such Registered Holder or the Participant, as the case may be. Upon receipt of such Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding such Exercise Price multiplied by Date, transmit such Shares to or upon the number of Shares order of the Company being purchased (Registered Holder or Participant, as the "Purchase Price")case may be. In lieu of delivering physical certificates representing the Shares issuable upon exercise, whereupon provided the Company’s transfer agent is participating in the Depository Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the appropriate number Shares issuable upon exercise to the Registered Holder or Participant by crediting the account of Registered Holder’s prime broker with Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. Notwithstanding the foregoing, except with respect to Placement Warrants, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant unless a registration statement under the Act with respect to the Common Stock is effective. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise would be unlawful. (iii) The accrual of dividends, if any, on the Shares issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to the Shares. From and after the issuance of such Shares, the former Holder of the Warrants exercised will be entitled to the benefits generally available to other holders of Shares and such former Holder’s right to receive payments of dividends and any other amounts payable in respect of the Shares shall be governed by, and shall be subject to, the terms and provisions generally applicable to such Shares. (iv) Warrants may be exercised only in whole numbers of Shares. No fractional shares of Common Stock are to be issued and shall deliver to upon the Holder, within 10 days of surrender exercise of the Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. If fewer than all of the Warrants evidenced by a certificate representing the Shares being purchased. Upon each partial exercise hereofWarrant Certificate are exercised, a new Warrant Certificate for the number of unexercised Warrants remaining shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2 hereof, and delivered to the holder of this Warrant Certificate at the address specified on the books of the Warrant Agent or as otherwise specified by such Registered Holder. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the remainder balance of the Warrants remaining after such exercise. (v) The Company shall not be required to pay any stamp or other tax or governmental charge required to be paid in connection with any transfer involved in the issue of the Shares will upon the exercise of Warrants; and in the event that any such transfer is involved, the Company shall not be issued required to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price issue or deliver any Shares until such tax or other charge shall be payable by delivery of a certified have been paid or bank cashier's check payable it has been established to the Company, ’s satisfaction that no such tax or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock other charge is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibiteddue.

Exercise of Warrants. (a) This Warrant may be exercised is exercisable in whole or in part at the Exercise Price per share of Common Stock payable hereunder, payable in cash or by certified or official bank check, or by "cashless exercise", by means of tendering this Warrant Certificate to the Company to receive a number of shares of Common Stock equal in Market Value to the difference between the aggregate Market Value of the shares of Common Stock issuable upon exercise of this Warrant and the total cash exercise price thereof divided by the Holder during the applicable Exercise Period upon presentation and Market Price. Upon surrender hereof, of this Warrant Certificate with the Purchase annexed Notice of Exercise Form attached hereto as Exhibit A duly executed, at the office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full 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 closing price of a share of Common Stock for the day preceding the Company's receipt of the Notice of Exercise Form duly executed (the "Market Price") multiplied by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such dateto be issued upon surrender of this Warrant Certificate. (b) For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Holder Warrant Shares issued in a cashless exercise transaction shall be deemed to have become been acquired by the record holder Holder and the holding period for the Warrant Shares shall be deemed to have been commenced, on the issue date (c) Notwithstanding the provisions of this Warrant, or of the other Transaction Agreements (as defined in the Securities Purchase Agreement), in no event (except (i) with respect to an mandatory conversion, if any, of the Preferred Stock as provided in the Certificate of Designations, (ii) as specifically provided in the Certificate of Designations as an exception to this provision, or (iii) if the Company is in default hereunder or under any of the Transaction Agreements, and the Holder has asserted such default in writing and the applicability of this provision to such default) shall the Holder be entitled to exercise this Warrant or shall the Company have the obligation, to issue shares upon such exercise of all or any portion of this Warrant to the extent that, after such conversion, the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Preferred Stock or unexercised portion of the Warrants), and (2) the number of shares of Common Stock issuable upon the conversion of the Preferred Stock or exercise of the Warrants with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock (after taking into account the shares to be issued to the Holder upon such conversion or exercise). For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), except as otherwise provided in clause (1) of such Shares on the next succeeding date as of which the Company ceased to be so prohibitedsentence.

Exercise of Warrants. This 3.3.1 Subject to the provisions of the Warrant and this Agreement. a Whole Warrant may be exercised in whole or in part by the Registered Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executed, thereof by surrendering it at the office of the Company located Warrant Agent in the Borough of Manhattan, City and State of New York, or at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇the office of its successor as Warrant Agent, ▇▇▇▇▇▇▇▇▇▇with the subscription form, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment of the Exercise Price multiplied by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of as set forth in the Warrant, a certificate representing duly executed, and paying in full the Shares being purchased. Upon Warrant Price for each partial full share of Common Stock as to which the Whole Warrant is exercised and any and all applicable taxes due in connection with the exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to Whole Warrant, the Holder, at exchange of the Company's expenseWhole Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or follows: (a) by wire transfer of immediately available funds in good certified check or good bank draft payable to an account designated the order of the Warrant Agent; (b) upon a redemption pursuant to Section 6 hereof in writing by which the Company, in ’s board of directors (the amount “Board”) has elected to require all holders of the Purchase Price, or, if the Company's Common Stock is listed Warrants to exercise such Warrants on a securities exchange or market, in “cashless basis,” by surrendering the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed Warrant for all purposes to have become the holder that number of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrant, multiplied by the difference between the Warrant Price and the “Fair Market Value” (as defined in this subsection 3.3.1(b)) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, “Fair Market Value’’ shall mean the average last sale price per share of the Common Stock for the ten (10) trading day period ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants: (c) with respect to any Placement Warrant exercised on a “cashless basis.” so long as such datePlacement Warrant is held by the Sponsor, Cantor, or their Permitted Transferees, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1 (c), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the Holder “Fair Market Value” shall be deemed to have become mean the record holder average last sale price of such Shares the Common Stock for the ten ( l 0) trading day period ending on the next succeeding third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent; or (d) as of which the Company ceased to be so prohibitedprovided in Section 7.4 hereof.

Exercise of Warrants. This Warrant Subject to the foregoing, the Warrants evidenced hereby may be exercised by the registered holder hereof, in whole or in part part, by the Holder during surrender of this Warrant Certificate, duly endorsed (unless endorsement is waived by the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executedCompany), at the principal office of the Company located (or at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment of the Exercise Price multiplied by the number of Shares such other office or agency of the Company being purchased (as it may designate by notice in writing to the "Purchase Price"), whereupon registered holder hereof at such holder's last address appearing on the books of the Company) and upon payment to the Company shall cause the appropriate number of Shares to be issued and shall deliver by certified or official bank check or checks payable to the Holder, within 10 days of surrender order of the Warrant, a certificate representing Company of the purchase price of the Common Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing The Company agrees that the remainder of the Common Shares will so purchased shall be deemed to be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise registered holder hereof on the same terms date on which this Warrant Certificate shall have been surrendered and conditions payment made for such Common Shares as aforesaid; provided, however, that no such surrender and payment on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person entitled to receive such Common Shares as the Warrant partially exercisedrecord holder thereof on such date, but such surrender and payment shall be effective to constitute the person entitled to receive such Common Shares as the record holder thereof for all purposes immediately after the opening of business on the next succeeding day on which such stock transfer books are open. The Purchase Price certificate(s) for such Common Shares shall be payable by delivery delivered to the registered holder hereof within a reasonable time, not exceeding five days, after the Warrants evidenced hereby shall have been so exercised and a new Warrant Certificate evidencing the number of a certified or bank cashier's check payable Warrants, if any, remaining unexercised shall also be issued to the registered holder within such time unless such Warrants shall have expired. No fractional Common Shares of the Company, or by wire transfer of immediately available funds to an account designated in writing by the Companyscrips for any such fractional shares, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become issued upon the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibitedWarrants.

Exercise of Warrants. This Warrant The Exercise Price and the Shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of this Agreement, and in addition to the right to surrender warrants without any cash payment as set forth in subsection (c) below, each Holder shall have the right, which may be exercised as set forth in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereofsuch Warrants, with the Purchase Form attached hereto as Exhibit A duly executed, at the office of to purchase from the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment of (and the Exercise Price multiplied by Company shall issue and sell to such Holder) the number of fully paid and nonassessable Shares of the Company being purchased (the "Purchase Price")specified in such Warrants, whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of upon surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or its duly authorized agent, of such Warrants, with the form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by wire transfer a member firm of immediately available funds to an account designated in writing by the Companya national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the amount United States or a member of the Purchase NASD and upon payment to the Company of the Exercise Price, oras adjusted in accordance with the provisions of Section 8 of this Agreement, if for the Company's Common Stock is listed number of Shares in respect of which such Warrants are then exercised. No adjustment shall be made for any dividends on any Shares issuable upon exercise of a securities exchange Warrant. Upon each surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch, but in no event later than three trading days following such surrender, to or market, in upon the manner set forth in the following paragraph if requested by written order of the Holder of such Warrants and in such name or names as such Holder may designate, a certificate or certificates for the Purchase Form. The Holder shall be deemed for all purposes to have become the holder number of record of full Shares so purchased upon the exercise of this Warrant as of the close of business on the date as of which this Warrantsuch Warrants, together with a duly executed Purchase Formcash, was delivered to the Company and payment as provided in Section 9 of the Purchase Price was madethis Agreement, regardless of the date of delivery in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate representing the Shares or certificates shall be deemed to have been issued and any person so purchased, except that if the Company were subject designated to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder be named therein shall be deemed to have become the a holder of record holder of such Shares on the next succeeding date as of the date of the surrender of Warrants and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company ceased shall be under no duty to be so prohibited.deliver any certificate for such Shares; provided, further, however, that the transfer books of record, unless otherwise

Exercise of Warrants. This Warrant (a) The Warrants may be exercised by the Holder thereof, in whole or in part part, at any time or from time to time after the Issue Date but on or prior to 5:00 P.M., New York City time, on the Expiration Date, at a price per share of Warrant Stock equal to the Exercise Price, by surrendering to the Holder during Company, at its principal executive office in the applicable United States (i) the Warrant Certificate(s) evidencing such Warrants, (ii) a written notice (the "Exercise Period upon presentation and surrender hereofNotice"), with substantially in the Purchase Form form attached hereto as Exhibit A duly executedB, at stating that such Holder elects to exercise the office Warrants evidenced by such Warrant Certificate(s) and specifying the number of shares of Warrant Stock for which the Warrants are being exercised and the name or names in which such Holder wishes the certificate or certificates for shares of Warrant Stock to be issued and (iii) payment of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment aggregate purchase price (the "Warrant Purchase Price") in an amount equal to the product of (x) the Exercise Price multiplied by (y) the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares Warrants to be issued and exercised as specified in such notice, which payment shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new be made in accordance with Section 2.3(b). (b) The Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable payable, at the option of the Holder, by delivery any one or any combination of a the following: (i) in cash or by certified or official bank cashier's check payable to the Company, order of the Company or by wire transfer of immediately available funds to an account designated in writing specified by the Company, or (ii) by the surrender one or more Warrant Certificates to the Company for cancellation in accordance with the amount following formula: in exchange for each share of Warrant Stock issuable on exercise of each Warrant represented by such Warrant Certificates that are being exercised, the Holder thereof shall receive such number of shares of Warrant Stock as is equal to the product of (A) the number of shares of Warrant Stock issuable upon exercise of the Warrants being exercised at such time multiplied by (B) a fraction, the numerator or which is the Daily Market Value per share of the Marketable Capital Stock at such time minus the then effective Exercise Price, and the denominator of which is the Daily Market Value per share of the Marketable Capital Stock at such time. An exercise of Warrants in accordance with this Section 2.3(b)(ii) is herein referred to as a "Cashless Exercise". (c) As soon as practicable, and in any event within two (2) Business Days after receipt of the Exercise Notice and the Warrant Purchase Price, orthe Company shall deliver or cause to be delivered (a) certificates representing the number of validly issued, if the Company's Common fully paid and nonassessable shares of Warrant Stock is listed on a securities exchange or market, specified in the manner set forth Exercise Notice, (b) if applicable, cash in lieu of any faction of a share, as provided in the following paragraph Warrant Certificate, and (c) if requested less than the full number of Warrants evidenced by a Warrant Certificate are being exercised or used in a Cashless Exercise, a new Warrant Certificate, less the Holder number of Warrants then being exercised or used in the Purchase Forma Cashless Exercise. The Holder exercise of Warrants shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of been effective at the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares Exercise Notice and the Warrant Purchase Price, so purchased, except that if the Company were subject Person entitled to any legal requirements prohibiting it from issuing receive shares of Common Warrant Stock on upon such date, the Holder exercise shall be deemed to have treated for all purposes as having become the record holder of such Shares on shares of Warrant Stock at such time. (d) Issuance of the next succeeding date as shares of Warrant Stock upon the exercise of Warrants shall be made without charge to the Holder thereof for any issue or transfer tax or other incidental expenses, in respect of the issuance of such Warrant Stock, all of which taxes and expenses shall be paid by the Company ceased Company, provided that the Holder shall be responsible for any transfer tax payable on account of the issuance of any shares of Warrant Stock to be so prohibiteda Person other than the Holder thereof.

Exercise of Warrants. This Warrant may be exercised by the Holder, in whole or in part part, subject to the provisions hereof (but not as to a fractional share of Common Stock), by the Holder during the applicable Exercise Period upon presentation and (a) surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executed, of this Warrant at the principal office of the Company located at 625 ▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇Suite 400, ▇▇▇▇▇▇▇ ▇▇▇▇▇Lafayette, accompanied Louisiana 70508 (or such other office or agency of the Company as may be designated by full notice in writing to the Holder at the address of such Holder appearing on the books of the Company) with the appropriate form attached hereto duly executed, at any time within the period beginning _____________, 1999 and expiring at 5:00 p.m. Lafayette, Louisiana time on _____________ [five years from date hereof] (the "Exercise Period") and (b) payment to the Company by certified check or bank draft of the Exercise Price multiplied by for such shares. The Company agrees that the number shares of Shares of the Company being Common Stock so purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares be and are deemed to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder and/or the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions designee as the Warrant partially exercised. The Purchase Price shall be payable by delivery record owner of a certified or bank cashier's check payable to the Company, or by wire transfer such shares of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of on which this Warrant, together with a duly executed Purchase Form, was delivered to the Company Warrant is surrendered and payment made for such shares of the Purchase Price was made, regardless of the date of delivery of any certificate Common Stock. Certificates representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such dateso purchased, together with any cash for fractional shares of Common Stock paid pursuant to Section 2G, shall be delivered to the Holder no later than 10 days after the date on which the Warrants have been so exercised, and, unless the Warrants have expired, a new Warrant representing the number of shares of Common Stock, if any, in respect of which this Warrant has not been exercised also shall be deemed delivered to have become the record holder of Holder within such Shares on the next succeeding date as of which the Company ceased to be so prohibitedtime.

Exercise of Warrants. (a) Subject to subsection (b) of this Section 1, upon presentation and surrender of this Warrant Certificate, with the 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 cashiers check payable to the order of the Company in the amount of the Exercise Price times the number of Shares being purchased, the Company shall deliver to the Holder hereof, as promptly as practicable, certificates representing the Shares being purchased. This Warrant may be exercised in whole or in part; and, in case of exercise hereof in part by only, the Holder during the applicable Exercise Period Company, upon presentation and surrender hereof, with will deliver to the Purchase Form attached hereto Holder a new Warrant Certificate or Warrant Certificates of like tenor entitling the Holder to purchase the number of Shares as Exhibit A duly executedto which this Warrant has not been exercised. (b) This Warrant may be exercised at a price of $7.94 per share and become exercisable as the underlying Shares vest (in the manner as set forth in (d) below). The Warrant shall expire upon the close of business March 1, 2005. (c) The Warrant Price shall be payable at the time of exercise. The Warrant Price may be paid in cash (by check) or by: (i) surrender of shares of Common Stock of the Company already owned by the Executive, having a Market Price (as defined below) equal to the exercise price of the Warrant; (ii) provided that a public market for the Company's stock exists, through a "same day sale" commitment from the Holder and a broker-dealer that is a member of the National Association of Securities Dealers, Inc. (an "NASD Dealer") whereby the Holder irrevocably elects to exercise the Warrant and to sell a portion of the Shares so purchased to pay for the exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the exercise price directly to the Company; (iii) provided that a public market for the Company's stock exists, through a "margin" commitment from the Holder and an NASD Dealer whereby the Holder irrevocably elects to exercise the Warrant and to pledge the Shares so purchased to the NASD Dealer in the amount of the exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the exercise price directly to the Company; (iv) upon surrender of the Warrant at the principal office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇together with notice of election, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment of in which event the Exercise Price multiplied by the Company shall issue Holder a number of Shares of computed using the Company being purchased following formula: X = Y (A-B)/A where: X = the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to Holder (not to exceed the number of Shares set forth on the cover page of this Warrant Agreement, as adjusted pursuant to the Holderprovisions of Section 6 of this Warrant Agreement). Y = the number of Shares for which the Warrant is being exercised. A = the Market Price of one Share (for purposes of this Section 1(c)), within 10 days of surrender the "Market Price" shall be defined as the average closing price of the Warrantcommon stock (if actual sales price information on any trading day is not available, the closing bid price shall be used) for the five trading days prior to the Date of Exercise of this Warrant (the "Average Closing Bid Price"), as reported by the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or if the common stock is not traded on NASDAQ, the Average Closing Bid Price in the over-the-counter market; provided, however, that if the common stock is listed on a certificate representing stock exchange, the Market Price shall be the Average Closing Bid Price on such exchange; and, provided further, that if the common stock is not quoted or listed by any organization, the fair value of the common stock, as determined by the Board of Directors of the Company, whose determination shall be conclusive, shall be used). B = the Exercise Price. or (v) by any combination of the foregoing. (d) The Shares being purchasedunderlying the Warrants shall vest, and the Warrants shall become exercisable with respect to such Shares as follows: (i) one-third when the Company's hosting revenues and related services reach $12 million or when the Company's closing bid price according to NASDAQ exceeds $10 for 30 consecutive trading days commencing on march 1, 2000 , (ii) one-third when the Company's hosting revenues and related services reach $50 million, and (iii) one-third when the Company's hosting revenues and related services reach $75 million. Upon each partial exercise hereofIn the event Holder ceases to be an employee of the Company, for any reason, all unvested Shares underlying the Warrants shall immediately be canceled, and the Warrants will entitle Holder to purchase only those Shares that have vested prior to the date he ceased to be employed by the Company. In the event of a new Warrant evidencing the remainder "change of control" as defined below, all of the Shares will be issued to underlying the HolderWarrants shall vest and become immediately exercisable. A change of control shall mean and include the following transactions or situations: 1. A sale, at transfer, or other disposition by the Company through a single transaction or a series of transactions of securities of the Company representing fifty (50%) percent or more of the combined voting power of the Company's expensethen outstanding securities to any "Unrelated Person" or "Unrelated Persons" acting in concert with one another. For purposes of this definition, the term "Person" shall mean and include any individual, partnership, joint venture, association, trust corporation, or other entity [including a "group" as soon as reasonably practicablereferred to in Section 13(d)(3) of the Securities Exchange Act of 1934 ("1934 Act")]. For purposes of this definition, at the same Exercise Priceterm "Unrelated Person" shall mean and include any Person other than the Company, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery a wholly-owned subsidiary of a certified or bank cashier's check payable to the Company, or by wire transfer an employee benefit plan of immediately available funds to an account designated in writing by the Company; provided however, a sale to underwriters in the amount connection with a public offering of the Purchase Price, or, if the Company's Common Stock is listed on securities pursuant to a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder firm commitment shall not be deemed for all purposes to have become the holder a Change of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibitedControl.

Exercise of Warrants. This Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the attached Purchase Form attached hereto as Exhibit A duly executed, at the office of the Company located at ▇▇▇1▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment of the Exercise Price multiplied by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrantas promptly as practicable, a certificate representing the Shares being purchased. This Warrant may be exercised for not less than 1,000 Shares and in additional increments of 1,000 Shares at any time and from time to time during the Exercise Period. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s)Period, and otherwise on the same terms and conditions of like tenor as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibited.

Exercise of Warrants. This Warrant may be exercised in whole or in part by The Class A Exercise Price, the Holder during the applicable Class B Exercise Period upon presentation Price, and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executed, at the office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment of the Exercise Price multiplied by the number of Shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of this Agreement, and in addition to the right to surrender Warrants without any cash payment as set forth in subsection (c) below, each Holder shall have the right, which may be exercised as set forth in such Warrants, to purchase from the Company being purchased (the "Purchase Price"), whereupon and the Company shall cause issue and sell to such Holder) the appropriate number of fully paid and nonassessable Shares to be issued and shall deliver to the Holderspecified in such Warrants, within 10 days of upon surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or its duly authorized agent, of such Warrants, with the form of election to purchase attached thereto duly completed and signed, with signatures guaranteed by wire transfer a member firm of immediately available funds to an account designated in writing by the Companya national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the amount United States or a member of the Purchase NASD and upon payment to the Company of the Exercise Price, oras adjusted in accordance with the provisions of Section 8 of this Agreement, if for the Company's Common Stock is listed number of Shares in respect of which such Warrants are then exercised. No adjustment shall be made for any dividends on any Shares issuable upon exercise of a securities exchange Warrant. Upon each surrender of Warrants and payment of the applicable Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch, but in no event later than three trading days following such surrender and payment, to or market, in upon the manner set forth in the following paragraph if requested by written order of the Holder of such Warrants and in such name or names as such Holder may designate, a certificate or certificates for the Purchase Form. The Holder shall be deemed for all purposes to have become the holder number of record of full Shares so purchased upon the exercise of this Warrant as of the close of business on the date as of which this Warrantsuch Warrants, together with a duly executed Purchase FormClass B Warrant Certificates, was delivered if applicable, as set forth herein. Such certificate or certificates shall be deemed to the Company have been issued and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares person so purchased, except that if the Company were subject designated to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder be named therein shall be deemed to have become the a holder of record holder of such Shares on the next succeeding date (and Class B Warrants, if applicable) as of the date of the surrender of Warrants and payment of the applicable Exercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares (and Class B Warrants, if applicable) shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company ceased shall be under no duty to deliver any certificate for such Shares or Class B Warrants; provided, further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for an unreasonable period. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holder(s) thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares (and Class B Warrants, if applicable) issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Warrant or Warrants will be issued for the remaining number of Shares (and Class B Warrants, if applicable) specified in the Warrant so prohibitedsurrendered.

Exercise of Warrants. This (a) A Warrant, when the Warrant Certificate by which such Warrant is represented is countersigned by the Warrant Agent, may be exercised in whole or part, at any time of from time to time, by surrendering such Warrant Certificate at the corporate trust office of the Warrant Agent in part by the Holder during the applicable Exercise Period upon presentation and surrender hereofNew York, with the Purchase Form attached hereto as Exhibit A subscription form set forth in the Warrant Certificate duly executed, at the office and by paying in full, in lawful money of the United States, the Warrant Price for each full share of Common Stock as to which such Warrant is exercised and any applicable taxes. (b) As soon as practicable after the exercise of any Warrant, the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment shall issue to or to the order of the Exercise Price multiplied by holder of such Warrant a certificate or certificates for the number of Shares whole shares of the Company being purchased Common Stock to which such holder is entitled, registered in such name or names as may be directed by such holder, and, if such Warrant shall not have been exercised in full (the "Purchase Price"except with respect to a remaining fraction of a share), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new countersigned Warrant evidencing Certificate for the remainder number of Warrants represented by such holder's previous Warrant Certificate which shall not have been exercised. In the event that the holder of one or more Warrants exercising his purchase rights thereunder has pursuant to such exercise the right to purchase a fraction of a share of Common Stock, the Company shall, in lieu of issuing to such holder a fractional share, pay such holder cash in an amount equal to: (i) (x) the fraction to which such holder is entitled multiplied by (y) the closing market price of a share of Common Stock on the business day immediately following the day of exercise minus (ii) (x) the same fraction multiplied by (y) the Warrant Price on such day. If no sale takes place on such day, the closing market price for such day shall be deemed to be (i) the average of the Shares will be issued to the Holder, at the Company's expenseclosing bid and asked prices on such day, as soon officially quoted, as reasonably practicable, at reported in the same Exercise Price, for the same Exercise Period(s), and otherwise principal reporting system with respect to securities listed on the same terms and conditions as principal national securities exchange or market on which the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified Common Stock is listed or bank cashier's check payable admitted to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, trading or, if the Company's Common Stock is not listed or admitted to trading on a any national securities exchange or market, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the manner set forth over-the- counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Common Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the following paragraph if requested Common Stock selected by the Holder Board of Directors of the Company or, if on such day no such market maker is making a market in the Purchase FormCommon Stock, the fair value of the Common Stock on such date as determined in good faith by the Board of Directors of the Company. (c) All shares of Common Stock issued upon the exercise of a Warrant shall be validly issued, and the Company shall pay all taxes in respect of the issue thereof. The Holder Company shall not be deemed required, however, to pay any tax imposed in connection with any transfer involved in the issue of a certificate for shares of Common Stock in any name other than that of the holder of the Warrant Certificate surrendered in connection with the purchase thereof; and in such case the Company shall not be required to issue or deliver any stock certificate until such tax shall have been paid. (d) Each person (or entity) 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 Shares so purchased upon exercise of this Warrant as of the close of business such shares on the date as of on which this Warrant, together with a duly executed Purchase Form, the Warrant Certificate was delivered to the Company surrendered and payment of the Purchase Warrant Price and any applicable taxes was made, regardless irrespective of the date of delivery of any certificate representing the Shares so purchasedsuch certificate, except that that, if the date of such surrender and payment is a date when the stock transfer books of the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on are closed, such date, the Holder person shall be deemed to have become the record holder of such Shares shares at the close of business on the next succeeding date as of on which the Company ceased to be so prohibitedCompany's stock transfer books are open. (e) The Warrant Agent shall cancel any Warrant Certificate surrendered for exchange, substitution, transfer or exercise in whole or in part.

Exercise of Warrants. This Warrant The warrants may be exercised by the Holder, in whole or in part (but not as to a fractional share of Common Stock), by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executed, of this Warrant Certificate at the principle office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, accompanied by full payment of the Exercise Price multiplied by the number of Shares ▇ (or such other office or agency of the Company being purchased as may be designated by notice in writing to the Holder at the address of such Holder appearing on the books of the Company), with the appropriate form attached duly exercised, at any time within the period beginning one day after the Holder's subscription for Units (each Unit consisting of one share of no par value Common Stock of the Company at $0.25 per share) was accepted by the Company, and expiring on that date which is exactly two years and one day after the Holder's subscription for Units was accepted by the Company (the "Purchase PriceExercise Period"), whereupon ) and by payment to the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender by certified check or bank draft of the Warrant, a certificate representing purchase price for such shares. The Company agrees that the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder shares of the Shares will Common Stock so purchased shall be and are deemed to be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions Holder as the Warrant partially exercised. The Purchase Price shall be payable by delivery record owner of a certified or bank cashier's check payable to the Company, or by wire transfer such shares of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of on which this Warrant, together with a duly executed Purchase Form, was delivered to the Company Warrant Certificate shall have been surrendered and payment made for such shares of the Purchase Price was made, regardless of the date of delivery of any certificate Common Stock. Certificates representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such dateso purchased, together with any cash for fractional shares of Common Stock paid pursuant to Section 2E, shall be delivered to the Holder promptly and in no event later than ten (10) days after the Warrants shall have been so exercised, and, unless the Warrants have expired, a new Warrant Certificate, if any, that shall not have been exercised shall also be deemed delivered to have become the record holder of Holder within such Shares on the next succeeding date as of which the Company ceased to be so prohibitedtime.

Exercise of Warrants. This Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period upon (a) Upon presentation and surrender hereofof this Common Stock Purchase Warrant Certificate, with the attached Election to Purchase Form attached hereto as Exhibit A form duly executed, at the principal office of the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment together with a check payable to the Company in the amount of the Exercise Price multiplied by the number of Shares of being purchased, the Company being purchased (Company, or the "Purchase Price")Company's Transfer Agent as the case may be, whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the HolderHolder hereof, within 10 days certificates of surrender Common Stock which in the aggregate represent the number of the Warrant, a certificate representing the Shares being purchased. Upon each partial All or less than all of the Warrants represented by this Warrant Certificate may be exercised and, in case of the exercise of less than all, the Company, upon surrender hereof, will deliver to the Holder a new Warrant evidencing Certificate or Certificates of like tenor and dated the remainder date hereof entitling said Holder to purchase the number of Shares represented by this Warrant Certificate which have not been exercised and to receive registration rights with respect to such Shares. (b) Notwithstanding any other provision of this Warrant, in no event shall the Holder be entitled at any time to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which sum of (1) the number of Common Shares beneficially owned by such Holder and any person whose beneficial ownership of Common Shares would be aggregated with such Holder's beneficial ownership of Common Shares for the purposes of Section 13(d) of the Shares will be issued to the Holder, at the Company's expenseCommon Stock Purchase Warrant Certificate Page 2 Securities Exchange Act of 1934, as soon as reasonably practicable, at amended (the same Exercise Price, for the same Exercise Period(s"1934 Act"), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing Regulation 13D-G thereunder (other than shares of Common Stock on such datedeemed beneficially owned through the ownership of unconverted Series D Preferred Shares of the Company and accrued and unpaid dividends thereon and through the ownership of unexercised Warrants) and (2) the number of Common Shares issuable upon exercise of the portion of this Warrant with respect to which the determination in this Section 1(b) is being made, would result in beneficial ownership by the Holder of more than 4.9% of the outstanding Common Shares. For purposes of the immediately preceding sentence, beneficial ownership shall be deemed to have become determined in accordance with Section 13(d) of the record holder 1934 Act, and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of such Shares on the next succeeding date as of which the Company ceased to be so prohibitedimmediately preceding sentence.

Exercise of Warrants. This (a) A Warrant may be exercised in whole or in part by the Purchaser or any Holder only in accordance with the terms and conditions of this Agreement and at any time during the applicable Exercise Period upon presentation period beginning on the dates specified in SECTION 2(b) and surrender hereofending on the Expiration Date. (b) None of the Warrants shall be exercisable until the earliest date that the Purchaser has submitted to the Company at least $1,000,000 of purchase orders under the Equipment Purchase Agreement. On such date, with 10% of the Warrants (rounded to the nearest whole Warrant) shall become exercisable. Thereafter, an additional 10% of the Warrants (rounded to the nearest whole Warrant) shall become exercisable for each additional $1,000,000 of purchase orders as are submitted by the Purchaser to the Company under the Equipment Purchase Agreement, such that the entire amount of Warrants shall be exercisable when $10,000,000 of purchase orders have been submitted. In the event of a Change of Control (as defined in the Purchase Form attached hereto as Exhibit A duly executedAgreement) of the Company, at (i) the office Company shall continue to perform its obligations under the Purchase Agreement (or, if the Change of Control results in the merger or consolidation of the Company located with, the sale of assets of the Company to, or any other acquisition of the Company by, another Person, then such Person shall continue to perform the obligations of the Company under the Equipment Purchase Agreement) and (ii) if the Change of Control results in issuance of securities or other consideration in exchange for or upon cancellation of Common Stock (whether as a result of a recapitalization, merger, consolidation, sale of assets or other transaction), then the Holder's rights under this Warrant will continue except that this Warrant will automatically be converted into the right to purchase, upon exercise in accordance with the terms hereof, such other securities or consideration that would have been issued or paid to the Holder if the Holder had exercised this Warrant and converted the underlying Warrant Debentures (and held the Common Stock that would have been issued upon such conversion of the Warrant Debentures) immediately before such transaction. (c) Subject to the terms and conditions hereof, Warrants may be exercised pursuant to this SECTION 2 upon surrender to the Company at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇its executive offices of the certificate or certificates evidencing the Warrant(s) to be exercised and upon payment to the Company of the aggregate Exercise Price for the number of Warrants which are then exercised, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full provided that a Warrant may not be exercised in part. Upon such surrender of Warrant Certificates and payment of the Exercise Price multiplied in cash or by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, the Company shall issue and cause to be delivered with all reasonable dispatch (and in any event within three Business Days after such surrender) to or by wire transfer upon the written order of immediately available funds to an account designated in writing by the CompanyHolder, and in the amount name of the Purchase PriceHolder or the Holder's nominee, or, if Warrant Debentures issuable upon the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Formexercise of such Warrants. The Holder Such Warrant Debentures shall be deemed for all purposes to have become been issued and the holder of record of Shares Person so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder named therein shall be deemed to have become the record a holder of such Shares on the next succeeding date Warrant Debentures as of which the date of the surrender of such Warrant Certificates. (d) Subject to the terms and conditions hereof, the Warrants shall be exercisable at the election of the Holders thereof, either in full or from time to time in part (but in no event shall a Warrant be exercisable in part), and in the event that a Warrant Certificate is exercised in respect of fewer than all of the Warrants evidenced by such Warrant Certificate at any time prior to the Expiration Date of such Warrant, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this SECTION 2(d). All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. The Company ceased shall keep copies of this Agreement and any notices received hereunder available for inspection during normal business hours at its office. The Company will furnish, at its expense, copies of this Agreement and all such notices, upon request, to be so prohibitedany Holder of any Warrant Certificates.

Exercise of Warrants. This Warrant may be exercised in whole or in part by Subject to the Holder terms of this Agreement, the Warrantholder shall have the right, at any time during the applicable Exercise Period five-year period ending at 5:00 P.M., New York City time, on April 9, 2002 (the fifth anniversary of the date hereof) (the "Termination Date"), to purchase from the Company up to the number of fully paid and nonassessable Shares which the Warrantholder may at the time be entitled to purchase pursuant to this Agreement, upon presentation and surrender hereofto the Company, at its principal office, of the certificate evidencing the Warrant to be exercised, together with the Purchase Form attached hereto as Exhibit A purchase form annexed thereto duly executedfilled in and signed, at and upon payment to the office Company of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment Warrant Price (as defined in and determined in accordance with the provisions of the Exercise Price multiplied by Sections 6 and 7 hereof) for the number of Shares in respect of which such Warrant is then exercised. Payment of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new aggregate Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable made in cash or by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated or by surrender of Warrants for cashless exercise as provided in writing by the Company, in the amount Section 6. Upon such surrender of the Purchase Warrant and payment of the Warrant Price, orthe Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrantholder and in such name or names as the Warrantholder may designate, if a certificate or certificates for the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder number of record of full Shares so purchased upon the exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Formcash, was delivered to the Company and payment of the Purchase Price was madeas provided in Section 8 hereof, regardless of the date of delivery in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate representing the Shares or certificates shall be deemed to have been issued and any person so purchased, except that if the Company were subject designated to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder be named therein shall be deemed to have become the a holder of record holder of such Shares on the next succeeding date as of which the date of surrender of the Warrant and payment of the Warrant Price, as aforesaid, notwithstanding that the certificates representing such Shares shall not actually have been delivered or that the stock transfer books of the Company ceased shall then be closed. The Warrant shall be exercisable, at the election of the Warrantholder, either in full or from time to time in part and, in the event that a certificate evidencing the Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining portion of the Warrant shall be so prohibitedissued by the Company.

Exercise of Warrants. This Warrant A. The Warrants may be exercised by the Holder, in whole or in part (but not as to a fractional share of Common Stock), by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executed, of this Warrant Certificate at the principal office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇-▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇, accompanied by full payment of the Exercise Price multiplied by the number of Shares ▇ ▇▇▇▇▇ (or such other office or agency of the Company being purchased as may be designated by notice in writing to the Holder at the address of such Holder appearing on the books of the Company), with the appropriate form attached hereto duly exercised, at any time within the period beginning on the date described in Section1B hereof and expiring at 5:00PM on the "Expiration Date" (defined below) (the "Purchase PriceExercise Period"), whereupon ) and by payment to the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender by certified check or bank draft of the Warrant, a certificate representing purchase price for such shares. The Company agrees that the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder shares of the Shares will Common Stock so purchased shall be and are deemed to be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions Holder as the Warrant partially exercised. The Purchase Price shall be payable by delivery record owner of a certified or bank cashier's check payable to the Company, or by wire transfer such shares of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of on which this Warrant, together with a duly executed Purchase Form, was delivered to the Company Warrant Certificate shall have been surrendered and payment made for such shares of the Purchase Price was made, regardless of the date of delivery of any certificate Common Stock. Certificates representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock so purchased, together with any cash for fractional shares of Common Stock paid pursuant to Section 2E, shall be delivered to the Holder promptly and in no event later than ten (10) days after the Warrants shall have been so exercised, and, unless the Warrants have expired, a new Warrant Certificate representing the number of Warrants represented by the surrendered Warrant Certificate, if any, that shall not have been exercised shall also be delivered to the Holder within such time. B. The Warrants will be exercisable subject to the following limitations: (1) One-third of the Warrants held by Investor will be exercisable only after the ninetieth (90th) day following the date (the "Effective Date") on such datewhich the Securities and Exchange Commission ("SEC") declares the first registration statement provided for in Section 6 of the Warrant Purchase Agreement to be effective. (2) An additional one-third of the Warrants held by Investor will be exercisable only after the one hundred eightieth (180th) day following the Effective Date; and (3) The final one-third of the Warrants held by Investor will be exercisable only after the two hundred seventieth (270th) day following the Effective Date. Each exercise of the Warrants shall be contingent upon the Holder, or its successors, having previously exercised the Warrants to the fullest extent permitted. The foregoing notwithstanding, the Holder Company shall have the right to extend (but not accelerate), from time to time, in whole or in part, the dates on which, and the extent to which, the Warrants are exercisable. Such extensions shall be deemed set forth in one or more written notices delivered to have become Investor not less than thirty (30) days prior to any date on which exercise would be permitted, as then in effect. The foregoing notwithstanding, provided that Investor has fully exercised all Warrants theretofore exercisable, Investor may exercise the record holder of such Shares Warrants to the extent not therefore exercised, on an after June 30, 2002. In any event, unless otherwise agreed in writing by the next succeeding date as of which Company, the Company ceased to be so prohibitedWarrants will expire at 5:00pm New York City Time on December 31, 2003 (the "Expiration Date").

Exercise of Warrants. This 3.1 The Subscription Rights conferred by a Warrant may be exercised in whole or in part (on one or more occasions) by the relevant Holder at any time during the Exercise Period by the Holder during giving to the applicable Company not less than 3 Business Days’ notice in writing by the Holder completing the Exercise Period upon presentation Notice (and surrender hereofwhich shall state the date of completion or shall be such other date as agreed between the Holder and the Company) and delivering the same to the Company, with provided that any delay in giving such notice to the Purchase Form attached hereto as Exhibit A duly executedCompany in relation to an Exit shall be no impediment on a Holder exercising its Subscription Rights. 3.2 The Company shall give the Holders not less than 10 Business Days advance notice in writing of the proposed occurrence of an Exit, which notice shall state the date on which the Exit shall take place (or thereabouts) and the number of Warrant Shares that such Holder shall be entitled to subscribe for under the Warrants on or before the Exit. The Company shall at the office same time as giving such notice to the Holders also provide each Holder with all relevant financial particulars in relation to any proposed Exit and any draft sale and purchase agreement or other relevant legal documentation (including any written term sheets provided to the Company) to enable the Holder to decide whether to participate in such Exit through the exercise of the Company located at ▇▇▇▇▇ such ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇’s Subscription Rights. The Company shall procure that all the Warrant Shares (and any shares into which such Warrant Shares are convertible) held by the Holder shall be included in any quotation or listing connected with a Listing. 3.3 Each Holder shall have the right at any time within the Exercise Period to subscribe, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment and (at the option of the Exercise Price multiplied by Holder) if in respect of an Exit conditionally on or immediately prior to completion of the Exit, for the number of Warrant Shares calculated in accordance with Conditions 4.1 or 4.2 (as the case may be) at the Subscription Price for each Warrant Share to be issued pursuant to the exercise of the Subscription Rights. Subject to the Company being purchased (having complied with its notification obligations in full in accordance with Condition 3.2 above, if the "Purchase Price")Subscription Rights have not been exercised on the occurrence of a Sale Event, whereupon the Subscription Rights and Warrants shall lapse immediately after the occurrence of a Sale Event and the Company shall cause be under no further obligation to the appropriate number Holders in respect of Shares the Warrants (except for any antecedent breaches under these Conditions). For the avoidance of doubt (save as set out in this Condition 3.3 in relation to be issued a Sale Event) the Subscription Rights and Warrants shall not lapse on the occurrence of an Exit and shall deliver be exercisable (in accordance with the terms of these Conditions) prior to, upon or following an Exit. 3.4 If Subscription Rights are exercised conditionally on or immediately prior to the Holderhappening of an Exit and the Exit does not become unconditional within one month after the exercise, within 10 days the aggregate Subscription Price for the Subscription Rights exercised and received by the Company shall be returned to such Holder together with his Certificate and the Warrants may be exercised again on the terms of surrender this Condition 3. 3.5 On or before completion of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such dateSubscription Rights, the Holder shall lodge with the Company at its registered office for the time being the Holder’s Certificate together with a remittance for the aggregate Subscription Price payable for the Warrant Shares in respect of which Subscription Rights are to be deemed exercised. 3.6 The Company undertakes that, subject to have become receipt of the record holder Subscription Price for the Warrant Shares in respect of which Subscription Rights are to be exercised upon completion of the exercise of the Warrant(s) by the Holder(s) in accordance with this Condition 3 it shall allot and issue to the Holder(s) the Warrant Shares constituted by such Warrant(s) free from all Encumbrances, shall enter the name of the Holder(s) in the electronic register of members of the Company in respect of the number of Warrant Shares issued to it, and deliver to the Holder(s) a Certificate in respect of such Warrant Shares on the next succeeding date of issue. 3.7 The Warrant Shares issued on exercise of the Subscription Rights shall rank pari passu with the other Shares of the same class as the Warrant Shares so issued (and shall benefit from all of the same rights attached to those Shares including, but without limitation, as to any liquidation preference) except that the Warrant Shares so allotted will not rank for any dividend or other distribution which has previously been announced or declared if the record date for such dividend or other distribution is prior to the issue date of the relevant Warrant Shares. 3.8 For the avoidance of doubt, the Subscription Rights may be exercised by any Holder at any time and on any one or more occasions during the Exercise Period, and any Exercise Notice or other notice given by a Holder to the Company ceased in relation to the exercise of Subscription Rights may be withdrawn by a Holder provided that no such notice may be withdrawn after the issue of Warrant Shares resulting from the exercise of the Subscription Rights. 3.9 In the event that the entire issued share capital of the Company is sold or is to be sold where as a result of such sale the shareholders of the Company would hold shares in the capital of the acquirer of the Company (the “New Purchaser”) which confer in aggregate 30% or more of the total voting rights conferred on all the shares in the equity share capital of that New Purchaser, provided that the Warrants have not been exercised and completed prior to the date of such sale, the Company shall use all reasonable endeavours to procure that the New Purchaser issues warrants to the Holders in place of Warrants under these Conditions on terms approved by the Holders, substantially similar to the terms of these Conditions and with the same economic benefit to the Holders (the “New Warrants”). Upon issue of the New Warrants the Warrants under these Conditions shall lapse. 3.10 To the extent that any of the Warrants remain to be exercised, the Company undertakes to send the Holders a written notice not less than 28 days prior to the expiry of the Exercise Period notifying them of the impending expiry of this Instrument. If the Company fails to serve such notice at least 28 days prior to the expiry of the Exercise Period, then the Exercise Period shall be extended so prohibitedthat the Holders will always have 28 days from the date of service of the notice to exercise the Subscription Rights. 3.11 The Company will procure in the event of an Exit that the Holders are not required for the purpose of, or in connection with, such event (i) to give any warranties or indemnities (other than as to title to shares registered in its/their respective name(s) or the names of their nominees, and as to their capacity and authority to effect the relevant event); or (ii) to make any contribution to the costs (including legal and accountancy fees and disbursements) incurred by any other party in connection with such Exit. 3.12 If during the Exercise Period a Winding-Up occurs each Holder shall, in respect of its unexercised Subscription Rights, be treated as if it had fully exercised its outstanding Subscription Rights on the day immediately preceding the happening of the Winding-Up and shall receive out of the surplus assets of the Company available in the liquidation such sum as it would have received if it had been registered as the holder of the number of fully paid Warrant Shares for which it is entitled to subscribe after the deduction from such sum of a sum equal to the Strike Price in respect of those Warrant Shares. 3.13 In the event that there is an Exit and the Holders following exercise of Subscription Rights in full would receive an amount less than the Euro Equivalent of USD2,500,000 in aggregate out of the proceeds of the Exit, then the Holders shall have the right to elect to waive all rights under this Instrument and instead require the Company to make a cash payment to the Holders of the Euro Equivalent of USD2,500,000 at the same time as paying proceeds to other shareholders participating in the Exit.

Exercise of Warrants. This Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period upon Upon presentation and surrender hereofof this Common Stock Purchase Warrant Certificate ("Warrant Certificate" or "Certificate"), with accompanied by a completed Election to Purchase in the Purchase Form form attached hereto as Exhibit A (the "Election to Purchase") duly executed, at the principal office of the Company currently located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment Attn: Chief Financial Officer (or such other office or agency of the Company within the United States as the Company may designate to the Holder), together with (a) a check payable to, or wire transfer to, the Company in the amount of the Exercise Price multiplied by the number of Shares of the Company being purchased or (b) if the "Purchase Price")Holder is effectuating a Cashless Exercise (as defined in Section 9 hereof) pursuant to Section 9 hereof, whereupon written notice of an election to effect such a Cashless Exercise for the Company shall cause the appropriate number of Shares specified in the Election to be issued and Purchase, the Company or the Company's Transfer Agent, as the case may be, shall as soon as practicable, but in any event within three (3) business days thereafter, deliver to the Holder, within 10 days Holder hereof certificates for fully paid and non-assessable shares of surrender Common Stock which in the aggregate represent the number of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing The certificates so delivered shall be in such denominations as may be requested by the remainder Holder and shall be registered in the name of the Shares will Holder or such other name as shall be issued to designated by the Holder. All or less than all of the Warrants represented by this Certificate may be exercised and, in case of the exercise of less than all, the Company shall, upon surrender hereof, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable deliver to the Company, Holder a new Warrant Certificate or by wire transfer Certificates of immediately available funds like tenor and dated the date hereof entitling said Holder to an account designated in writing by purchase the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record number of Shares so purchased upon exercise of represented by this Warrant as of the close of business on the date as of Certificate which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibitednot been exercised.

Exercise of Warrants. This Warrant The Warrants evidenced hereby may be exercised by the registered holder hereof, in whole or in part part, by the Holder during surrender of this Warrant Certificate, duly endorsed (unless endorsement is waived by the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executedCompany), at the principal office of the Company located (or at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment of the Exercise Price multiplied by the number of Shares such other office or agency of the Company being purchased (as it may designate by notice in writing to the "Purchase Price"), whereupon registered holder hereof at such holder's last address appearing on the books of the Company) and upon payment to the Company shall cause the appropriate number of Shares to be issued and shall deliver by certified or official bank check or checks payable to the Holder, within 10 days of surrender order of the Warrant, a certificate representing Company of the purchase price of the Common Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing The Company agrees that the remainder of the Common Shares will so purchased shall be deemed to be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise registered holder hereof on the same terms date on which this Warrant Certificate shall have been surrendered and conditions payment made for such Common Shares as aforesaid; provided, however, that no such surrender and payment on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person entitled to receive such Common Shares as the Warrant partially exercisedrecord holder thereof on such date, but such surrender and payment shall be effective to constitute the person entitled to receive such Common Shares as the record holder thereof for all purposes immediately after the opening of business on the next succeeding day on which such stock transfer books are open. The Purchase Price certificate(s) for such Common Shares shall be payable by delivery delivered to the registered holder hereof within a reasonable time, not exceeding five days, after the Warrants evidenced hereby shall have been so exercised and a new Warrant Certificate evidencing the number of a certified or bank cashier's check payable Warrants, if any, remaining unexercised shall also be issued to the registered holder within such time unless such Warrants shall have expired. No fractional Common Shares of the Company, or by wire transfer of immediately available funds to an account designated in writing by the Companyscrips for any such fractional shares, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become issued upon the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibitedWarrants.

Exercise of Warrants. This 2.1 The Warrants represented by this Warrant Certificate may be exercised by the Holder at any time prior to the Expiry Time, in whole or in part part, by delivering to the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executed, at the registered office of the Company located Company, at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full 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 order of the Company in payment of the Exercise Price multiplied by for 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 Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares Warrants are to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed immediately for all purposes to have become be the holder or holders of record of such Common Shares so purchased upon 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 as Certificate. In the event that the Holder subscribes for and purchases any such lesser number of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered Common Shares prior to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such dateExpiry Time, the Holder shall be deemed 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 this Warrant Certificate will, upon payment of the Exercise Price therefor, be duly authorized and validly issued as fully paid and non-assessable Common Shares, free and clear of all liens, charges and encumbrances; (b) from and after the date of this Warrant Certificate and otherwise during the period within which the rights represented by this Warrant Certificate may be exercised, the Company will at all times (to the extent necessary under applicable corporate law) have become authorized and reserved for issuance a sufficient number of Common Shares to provide for the record holder exercise of the Warrants 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 next succeeding date 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 which 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 ceased 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 certificate or certificates representing the Common Shares to be so prohibitedissued upon such exercise will, as required by the Securities 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"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR: (A) TO THE ISSUER, (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. This Subject to Paragraph 3 and the other provisions of this Warrant, the rights represented by this Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period upon presentation and (i) surrender hereof, of this Warrant (with the Purchase Form attached hereto as Exhibit A duly executed, purchase form at the end hereof properly executed) at the principal executive office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment (or such other office or agency of the Exercise Company as the Company may designate by notice in writing to Holder at the address of Holder appearing on the books of the Company); (ii) payment to the Company of the Purchase Price multiplied by for the number of Shares of shares specified in the above-mentioned purchase form together with applicable stock transfer taxes, if any; and (iii) delivery to the Company being purchased of a statement by Holder (the "Purchase Price"), whereupon in a form acceptable to the Company shall cause the appropriate number of Shares and its counsel) that such shares are being acquired by Holder for investment and not with a view to be issued and shall deliver their distribution or resale except a sale pursuant to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchasedRegistration Statement. Upon each partial exercise hereof, a new This Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of been exercised immediately prior to the close of business on the date as the Warrant is surrendered and payment is made in accordance with the foregoing provisions of which this WarrantParagraph 4, together with a duly executed Purchase Form, was and the person or persons in whose name or names the certificates for Warrant Shares shall be issuable upon such exercise shall become the holder or holders of record of such Warrant Shares at that time and date. The certificates for the Warrant Shares so purchased shall be delivered to Holder within a reasonable time, not exceeding three (3) business days, after the rights represented by this Warrant shall have been so exercised. If the Warrant is exercised prior to the effective date of a registration statement to be filed by the Company under the terms of the Registration Rights Agreement entered into between the Holder and the Company in connection with the Offering (the "Registration Rights Agreement"), the Warrant Shares shall bear a legend substantially similar to the following restrictive legend: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. If fewer than all of the Warrants represented by this Warrant are exercised, this Warrant shall be surrendered and, subject to the provisions as provided herein, a new Warrant of the same tenor and for the number of Warrants that were not exercised shall be signed by the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if delivered by the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed person or persons entitled to have become receive the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibitedsame.

Exercise of Warrants. This Warrant may At any time, the Collateral Manager may, subject to Section 10.2(d), direct the Trustee to apply Interest Proceeds or(but not Principal Proceeds) to make any payments required in connection with a workout or restructuring of a Collateral Obligation or exercise an option, warrant, right of conversion or similar right in connection with a workout or restructuring of a Collateral Obligation; provided, that the Issuer will not exercise any warrant or other similar right received in connection with a workout or a restructuring of a Collateral Obligation that requires a payment that results in receipt of an Equity Security unless (i) the Collateral Manager (on the Issuer’s behalf) certifies to the Trustee that (x) exercising the warrant or other similar right is necessary for the Issuer to realize the value of the workout or restructuring and (y) any Equity Security received as a result will be exercised in whole or in part sold prior to receipt by the Holder during Issuer or, if such sale or other disposition is prohibited by applicable law or an applicable contractual restriction in the related Underlying Instruments, the Issuer (or the Collateral Manager on the Issuer’s behalf) will sell such Equity Security as soon as practicable after such sale or disposition is permitted by applicable Exercise Period upon presentation law and surrender hereof, with not prohibited by such contractual restriction and (ii) the Purchase Form attached hereto as Exhibit A duly executed, at the office Collateral Manager has determined (based on advice from counsel) that such Equity Security has been “received in lieu of debt previously contracted” for purposes of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, Rule or that such Equity Security is a “loan” (not a “security”) for purposes of the loan securitization exclusion under the ▇▇▇▇▇▇▇ ▇▇▇▇▇Rule, accompanied by full payment of the Exercise Price multiplied in which case, such Equity Security may be received by the number Issuer and the Collateral Manager will use commercially reasonable efforts to effect the sale of Shares such Equity Security within three years after receipt; provided, further (including the acquisition of Equity Securities) ; provided that , with respect to any such exercise, the Company being purchased Issuer shall only apply Interest Proceeds (the "Purchase Price"), whereupon the Company shall cause the appropriate number including Contributions designated as Interest Proceeds) in excess of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes Interest Proceeds required (x) to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business pay interest due and payable on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares Secured Notes on the next succeeding date Payment Date and (y) to cure any Coverage Test failure continuing at such time; provided, further that, the aggregate amount of Principal Proceeds (excluding Contributions treated as Principal Proceeds) used to make payments under this Section 12.2(d) since the Closing Date shall not exceed 3.0% of which the Company ceased Target Initial Par Amount. For the avoidance of doubt, any sale or other disposition described in clause (i) or (ii) above may be to be so prohibitedORBDCC or otherwise. such application of Interest Proceeds would not cause the non-payment or deferral of interest on any Class of Secured Notes on the immediately succeeding Payment Date on a pro forma basis, as determined by the Collateral Manager in its commercially reasonable judgment.

Exercise of Warrants. This Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A B duly executed, at the office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment of the Exercise Price multiplied by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 15 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s)Period, and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibited.

Exercise of Warrants. This A Registered Holder may exercise a Warrant may be exercised in whole or in part by the Holder delivering, not later than 5:00 P.M., New York time, on any Business Day during the applicable Exercise Period upon presentation (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and surrender hereofexecuted by the Registered Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Purchase Form attached hereto Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. As soon as Exhibit A duly executedpracticable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price, at the office Company shall issue to the registered holder of such Warrant a certificate or certificates for the number of full shares of Common Stock to which he is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant and shall have no obligation to settle the Warrant exercise unless a registration statement under the Act with respect to the Common Stock is effective, subject to the Company’s satisfying its obligations under Section 7.4 to use its best efforts. In the event that a registration statement with respect to the Common Stock underlying a Warrant is not effective under the Act, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the warrant exercise. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a unit containing such Warrant will have paid the full purchase price for the unit solely for the shares included in such unit. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a Business Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company located maintained with the Warrant Agent for such purpose and shall advise the Company at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing. (i) The Warrant Agent shall, ▇▇▇▇▇▇▇▇▇▇by 11:00 A.M. on the Business Day following the Exercise Date of any Warrant, ▇▇▇▇▇▇▇ ▇▇▇▇▇advise the Company and the transfer agent and registrar in respect of (a) the shares of Common Stock (the “Shares”) issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, accompanied (b) the instructions of each Registered Holder or Participant, as the case may be, with respect to delivery of the Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by full the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. (ii) The Company shall, by 5:00 P.M., New York time, on the third Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue and deliver to the Warrant Agent, the Shares to which such Registered Holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such Registered Holder or the Participant, as the case may be. Upon receipt of such Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding such Exercise Price multiplied by Date, transmit such Shares to or upon the number of Shares order of the Company being purchased (Registered Holder or Participant, as the "Purchase Price")case may be. In lieu of delivering physical certificates representing the Shares issuable upon exercise, whereupon provided the Company’s transfer agent is participating in the Depository Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the appropriate number Shares issuable upon exercise to the Registered Holder or Participant by crediting the account of Registered Holder’s prime broker with Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. Notwithstanding the foregoing, except with respect to Placement Warrants, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant unless a registration statement under the Act with respect to the Common Stock is effective. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise would be unlawful. (iii) The accrual of dividends, if any, on the Shares issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to the Shares. From and after the issuance of such Shares, the former Holder of the Warrants exercised will be entitled to the benefits generally available to other holders of Shares and such former Holder’s right to receive payments of dividends and any other amounts payable in respect of the Shares shall be governed by, and shall be subject to, the terms and provisions generally applicable to such Shares. (iv) Warrants may be exercised only in whole numbers of Shares. No fractional shares of Common Stock are to be issued and shall deliver to upon the Holder, within 10 days of surrender exercise of the Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. If fewer than all of the Warrants evidenced by a certificate representing the Shares being purchased. Upon each partial exercise hereofWarrant Certificate are exercised, a new Warrant Certificate for the number of unexercised Warrants remaining shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2 hereof, and delivered to the holder of this Warrant Certificate at the address specified on the books of the Warrant Agent or as otherwise specified by such Registered Holder. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the remainder balance of the Warrants remaining after such exercise. (v) The Company shall not be required to pay any stamp or other tax or governmental charge required to be paid in connection with any transfer involved in the issue of the Shares will upon the exercise of Warrants; and in the event that any such transfer is involved, the Company shall not be issued required to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price issue or deliver any Shares until such tax or other charge shall be payable by delivery of a certified have been paid or bank cashier's check payable it has been established to the Company, ’s satisfaction that no such tax or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock other charge is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibiteddue.

Exercise of Warrants. This (a) A Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executed, at the office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment of the Exercise Price multiplied by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or in care of the Secretary of the Company, of the Warrant to be exercised, together with the duly completed and signed form of Election to Purchase attached hereto, and upon payment to the Company of the Warrant Price for the number of Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Warrant Price shall be made by wire transfer of immediately available funds in accordance with written wire transfer instructions to an account designated in writing be provided by the Company. (b) Subject to Section 5, in the amount upon such surrender of the Purchase PriceWarrant and payment of the Warrant Price as aforesaid, or, if the Company's Common Stock is listed on a securities exchange Company shall issue and cause to be delivered with all reasonable dispatch to or market, in upon the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become written order of the holder and in such name or names as the holder may designate, a certificate or certificates for the number of record of full Warrant Shares so purchased upon the exercise of this Warrant as of the close of business on the date as of which this Warrantsuch Warrants, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery check or cash in respect of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares fraction of a share of Common Stock on otherwise deliverable upon such dateexercise, the Holder as provided in Section 5. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the record a holder of record of such Warrant Shares on the next succeeding date as of the date of the surrender of such Warrants and payment of the Warrant Price; provided that if, at the date of surrender of such Warrant and payment of such Warrant Price, the transfer books for the Warrant Shares or other class of stock purchasable upon the exercise of such Warrant shall be closed, the certificates for the Warrant Shares in respect of which such Warrant is then exercised shall be issuable as of the date on which such books shall next be opened (whether before or after the Expiration Date) and until such date the Company ceased shall be under no duty to deliver any certificate for such Warrant Shares; provided, further that the transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. (c) The rights of purchase represented by the Warrant shall be exercisable, at the election of the holders thereof, either in full or from time to time in part. If a Warrant is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the Expiration Date, a new Warrant evidencing the remaining Warrant Shares will be issued, and the Company shall deliver the new Warrant pursuant to the provisions of this Section 3.2. (d) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be so prohibitedmade in connection with a public offering of Common Stock or a Business Combination, such exercise may at the election of the holder be conditioned upon the conclusion of such transaction, in which case such exercise shall not be deemed to be effective until the conclusion of such transaction.

Exercise of Warrants. This Warrant may At any time, the Collateral Manager may, subject to Section 10.2(d), direct the Trustee to apply Interest Proceeds (but not Principal Proceeds) to make any payments required in connection with a workout or restructuring of a Collateral Obligation or exercise an option, warrant, right of conversion or similar right in connection with a workout or restructuring of a Collateral Obligation; provided, that the Issuer will not exercise any warrant or other similar right received in connection with a workout or a restructuring of a Collateral Obligation that requires a payment that results in receipt of an Equity Security unless (i) the Collateral Manager (on the Issuer’s behalf) certifies to the Trustee that (x) exercising the warrant or other similar right is necessary for the Issuer to realize the value of the workout or restructuring and (y) any Equity Security received as a result will be exercised in whole or in part sold prior to receipt by the Holder during Issuer or, if such sale or other disposition is prohibited by applicable law or an applicable contractual restriction in the related Underlying Documents, the Issuer (or the Collateral Manager on the Issuer’s behalf) will sell such Equity Security as soon as practicable after such sale or disposition is permitted by applicable Exercise Period upon presentation law and surrender hereof, with not prohibited by such contractual restriction and (ii) the Purchase Form attached hereto as Exhibit A duly executed, at the office Collateral Manager has determined (based on advice from counsel) that such Equity Security has been “received in lieu of debt previously contracted” for purposes of the Company located at ▇▇▇▇▇ ▇▇▇▇V▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇Rule or that such Equity Security is a “loan” (not a “security”) for purposes of the loan securitization exclusion under the V▇▇▇▇▇▇ ▇▇▇▇▇Rule, accompanied by full payment of the Exercise Price multiplied in which case, such Equity Security may be received by the number Issuer and the Collateral Manager will use commercially reasonable efforts to effect the sale of Shares such Equity Security within three years after receipt; provided, further that, with respect to any such exercise, the Issuer shall only apply Interest Proceeds (including Contributions treated as Interest Proceeds) in excess of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes Interest Proceeds required (x) to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business pay interest due and payable on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares Secured Notes on the next succeeding date as Payment Date and (y) to cure any Coverage Test failure continuing at such time. For the avoidance of which the Company ceased doubt, any sale or other disposition described in clause (i) or (ii) above may be to be so prohibitedORCC or otherwise.

Exercise of Warrants. This (a) The Holder may exercise this Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereofat an exercise price equal to ten cents ($0.10) per share, with the Purchase Form attached hereto subject to adjustment as Exhibit A duly executed, at the office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment of the Exercise Price multiplied by the number of Shares of the Company being purchased provided herein (the "Purchase Warrant Price"), whereupon by the Company shall cause surrender of this Warrant (properly endorsed) at the appropriate number principal office of Shares to be issued and shall deliver the Corporation, or at such other agency or office of the Corporation in the United States of America as the Corporation may designate by notice in writing to the Holder, within 10 days Holder at the address of surrender such Holder appearing on the books of the Corporation, and by payment to the Corporation of the Warrant Price in lawful money of the United States by check or wire transfer for each share of Common Stock being purchased. Upon any partial exercise of this Warrant, there shall be executed and issued to the Holder a new Warrant in respect of the shares of Common Stock as to which this Warrant shall not have been exercised. In the event of the exercise of the rights represented by this Warrant, a certificate representing or certificates for the Warrant Shares being so purchased, as applicable, registered in the name of the Holder, shall be delivered to the Holder hereof as soon as practicable after the rights represented by this Warrant shall have been so exercised. (b) If, but only if, at any time there is no effective registration statement registering the resale of the Common Stock underlying this Warrant by the Holder, this Warrant may also be exercised at such time by means of a "cashless exercise" in which, at any time prior to the Termination Date, the Holder of this Warrant may, at its option, exchange this Warrant, in whole or in part (a "Warrant Exchange"), into Warrant Shares by surrendering this Warrant at the principal office of the Corporation, accompanied by a notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). Upon each partial exercise hereofThe Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, within five (5) days of the date the Notice of Exchange is received by the Corporation (the "Exchange Date"). Certificates for the Warrant Shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the remainder balance of the Warrant Shares will remaining subject to this Warrant, shall be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close Exchange Date and delivered to the Holder within three (3) business days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of business Warrant Shares (rounded to the next highest integer) equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the Closing Bid Price (as hereinafter defined) on the trading day preceding the date as on which the Company receives the Exercise Documentation; (B) = the exercise price of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibited.adjusted; and

Exercise of Warrants. This (a) The rights represented by this Warrant may be exercised by the Holder, in whole or in part part, by the Holder during delivering to the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executedCompany, at the its office maintained for such purpose pursuant to Section 11.01, (i) a written notice of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇Holder's election to exercise this Warrant (or any portion thereof), ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment of the Exercise Price multiplied by which notice shall specify the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Warrant Shares to be issued and shall deliver purchased pursuant to the Holdersuch exercise, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of (ii) a certified or bank cashier's check or checks payable to the CompanyCompany in an aggregate amount equal to the aggregate Exercise Price for the number of Warrant Shares specified in clause (i) above, or by wire transfer of immediately available funds to an account designated in writing by and (iii) this Warrant Certificate. (b) Notwithstanding Section 2.03(a), at the Company, in the amount election of the Purchase PriceHolder, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner which election shall be set forth in a written notice to the following paragraph if requested Company together with this Warrant Certificate, this Warrant may be exercised (in whole or in part) by means of a cashless exercise procedure whereby the number of Warrant Shares issued to the Holder in the Purchase Form. The Holder upon such cashless exercise shall be deemed for all purposes equal to have become the holder quotient obtained by dividing (A) the product of record (x) the Market Value per share of Shares so purchased upon exercise of this Warrant Common Stock as of the close of business on trading day immediately preceding the date as of which this Warrant, together with a duly executed Purchase Form, was delivered such notice is given to the Company and payment (the "Exercise Date") less the Exercise Price on such Exercise Date, multiplied by (y) the number of Warrant Shares as to which the Purchase Price was madeHolder elects to be issued pursuant to this Section 2.03(b) (which election shall reduce the number of Warrant Shares available for any subsequent exercise), regardless of divided by (B) the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares Market Value per share of Common Stock on as of the trading day immediately preceding such dateExercise Date. The number of Warrant Shares issued pursuant to this Section 2.03(b) shall be excluded from the calculation of the amount paid pursuant to 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 Holder shall be deemed to have become the record holder of such Shares on the next succeeding date Company shall, as of which the Company ceased promptly as practicable and in any event within 10 Business Days thereafter, cause to be so prohibitedexecuted and delivered to such Holder a stock certificate or certificates representing the aggregate number of duly and validly issued, fully paid and nonassessable Warrant Shares issuable upon such exercise, free and clear of any Liens.

Exercise of Warrants. This (a) The Holder may, at any time prior to the Termination Date, exercise this Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereofat an exercise price per share equal to [$2.75] per share, with the Purchase Form attached hereto subject to adjustment as Exhibit A duly executed, at the office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment of the Exercise Price multiplied by the number of Shares of the Company being purchased provided herein (the "Purchase Warrant Price"), whereupon by the Company shall cause surrender of this Warrant (properly endorsed) at the appropriate number principal office of Shares to be issued and shall deliver the Corporation, or at such other agency or office of the Corporation in the United States of America as the Corporation may designate by notice in writing to the Holder, within 10 days Holder at the address of surrender such Holder appearing on the books of the Corporation, and by payment to the Corporation of the Warrant Price in lawful money of the United States by check or wire transfer for each share of Common Stock being purchased. Upon any partial exercise of this Warrant, there shall be executed and issued to the Holder a new Warrant in respect of the shares of Common Stock as to which this Warrant shall not have been exercised. In the event of the exercise of the rights represented by this Warrant, a certificate representing or certificates for the Warrant Shares being so purchased, as applicable, registered in the name of the Holder, shall be delivered to the Holder hereof as soon as practicable after the rights represented by this Warrant shall have been so exercised. (b) If, but only if, at any time after one year from the date of issuance of this Warrant there is no effective registration statement registering the resale of the Common Stock underlying this Warrant by the Holder, this Warrant may also be exercised at such time by means of a "cashless exercise" in which, at any time prior to the Termination Date, the Holder of this Warrant may, at its option, exchange this Warrant, in whole or in part (a "Warrant Exchange"), into Warrant Shares by surrendering this Warrant at the principal office of the Corporation, accompanied by a notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). Upon each partial exercise hereofThe Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, within five (5) days of the date the Notice of Exchange is received by the Corporation (the "Exchange Date"). Certificates for the Warrant Shares issuable upon such Warrant Exchange and, if applicable, a new Warrant of like tenor evidencing the remainder balance of the Warrant Shares will remaining subject to this Warrant, shall be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close Exchange Date and delivered to the Holder within three (3) business days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of business Warrant Shares (rounded to the next highest integer) equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the Closing Bid Price (as hereinafter defined) on the trading day preceding the date as on which the Company receives the Exercise Documentation; (B) = the exercise price of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibited.adjusted; and

Exercise of Warrants. This (a) A Warrant, when countersigned by the Warrant Agent, may be exercised in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Purchase Form attached hereto as Exhibit A duly executed, surrendering it at the office of the Company located Warrant Agent in Louisville, Kentucky, or at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇the office of its successor as warrant agent, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment prior to the close of business of the Exercise Price multiplied Warrant Agent on the Expiration Date or such earlier date as may be applicable with the exercise form set forth in the Warrant duly completed and executed, and by the number of Shares paying in full, in lawful money of the United States, the Warrant Price for each full Common Share as to which the Warrant is exercised, and any applicable taxes. Notwithstanding the foregoing, the Company being purchased is only required to use reasonable efforts which will permit the purchase and sale of the Common Shares underlying the Warrants and is not required to qualify the Warrants or the Common Shares underlying the Warrants in any state. (b) As soon as practicable after the "Purchase Price")exercise of any Warrant, whereupon the Company shall cause issue to, or upon the appropriate number of Shares to be issued and shall deliver to order of, the Holder, within 10 days of surrender holder or holders of the Warrant, in whatever name or names the Warrant holder may direct, a certificate representing or certificates for the number of full Common Shares being purchased. Upon each partial exercise hereofto which the holder or holders are entitled, registered in the name or names specified by the holder or holders, and, if the Warrant is not exercised in full (except with respect to a remaining fraction of a share), a new countersigned Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions number of shares (including fractional shares) as to which the Warrant partially has not been exercised. The Purchase Price All Warrants surrendered shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing canceled by the Company, . (c) If the same holder of one or more Warrants exercises the purchase rights under the Warrants in the same transaction in a manner that leaves the right to purchase a fraction of a share unexercised, the Company shall pay a cash adjustment with respect to that final fraction in an amount equal to the same fraction of the Purchase Pricecurrent market price of one Common Share on the business day that next precedes the day of exercise reduced by the same fraction of the Warrant Price of one Common Share on that day. For this purpose, the current market price shall be the price of one Common Share on the principal stock exchange on which the Common Shares is traded on the next preceding business day, or, if no sales take place on that day or if the Company's Common Stock is Shares are not then listed on a securities exchange or marketstock exchange, the average of the reported bid and asked prices on that day in the manner set forth over-the-counter market. (d) All Common Shares issued upon the exercise of a Warrant shall be duly and validly issued, fully paid and nonassessable, and the Company shall pay all taxes in connection with the issuance of such shares. The Company shall not be required to pay any tax imposed in connection with any transfer involved in the following paragraph if requested by issuance of a certificate for Common Shares in any name other than that of the Holder holder or holders of the Warrant surrendered in connection with the Purchase Formpurchase of the shares. The Holder In this case the Company shall not be required to issue or deliver any stock certificate until the tax has been paid. (e) Each person in whose name any certificate for Common Shares is issued shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business shares on the date as of on which this Warrant, together with a duly executed Purchase Form, the Warrant was delivered to the Company surrendered and payment of the Purchase Warrant Price and any applicable taxes was made, regardless irrespective of the date of delivery of any certificate representing the Shares so purchasedcertificate, except that that, if the date of surrender and payment is a date when the stock transfer books of the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such dateare closed, the Holder a person shall be deemed to have become the record holder of such Shares shares at the close of business on the next succeeding date as of on which the Company ceased stock transfer books are open. Except as otherwise provided in Article III, each person holding any shares received upon exercise of Warrants shall be entitled to be so prohibitedreceive only dividends or distributions which are payable to holders of record on or after the date on which the person is deemed to become the holder of record of such shares.

Exercise of Warrants. This Warrant may be exercised in whole or in part by (a) Subject to the Holder during the applicable Exercise Period provisions of subsection (b) and (c) of this Section 1 and Section 4 hereof, upon presentation and surrender hereofof this Warrant, with the Purchase Form attached hereto as Exhibit A Notice of Exercise of Warrant duly executed, at the office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇2328 West Joppa Road, ▇▇▇▇▇▇▇▇▇▇Baltimore, ▇Ma▇▇▇▇▇▇ ▇▇▇▇▇, accompanied ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇pany may designate by full payment notice to the Holder hereof, together with a check payable to the order of the Company in the amount of the Exercise Price multiplied by times the number of Shares of being purchased, the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the HolderHolder hereof, within 10 days of surrender of the Warrantas promptly as practicable, a certificate representing the Shares being purchased. Upon each partial 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 evidencing of like tenor entitling the remainder Holder to purchase the number of Shares as to which this Warrant has not been exercised. (b) Subject to Section 1(c) hereof, this Warrant may be exercised in whole or in part at any time after the later of the Shares will be issued to the Holder, at date that the Company's expenseproposed banking subsidiary, as soon as reasonably practicable, at Bay National Bank (the same Exercise Price, for the same Exercise Period(s"Bank"), and otherwise opens for business, or one year from the termination date of the Company's initial public offering pursuant to a registration statement which will be filed on Form SB-2 with the same terms and conditions as Securities Exchange Commission (the "Registration Statement"). (c) This Warrant partially exercised. The Purchase Price shall be payable by delivery void and of a certified no force or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, effect (i) if the Company's Common Stock initial public offering is listed on a securities exchange or marketterminated prior to completion; (ii) if the Bank does not open for business within one year from the termination date of the Company's initial public offering; (iii) if the Company determines, in its sole discretion, that the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise existence of this Warrant as will affect the ability of the close Company to conduct its initial public offering or the ability of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and/or the Bank to obtain the regulatory authority necessary for the Bank to commence banking operations; (iv) if the Bank's principal Federal regulatory authority issues a capital directive or other order requiring the Bank to obtain additional capital and payment of this Warrant is not exercised within a time period set by the Purchase Price was made, regardless of Company or (v) after that date which is five years from the date of delivery the Company's prospectus which forms part of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibitedRegistration Statement.

Exercise of Warrants. This (a) The Holder may, at any time prior to the Termination Date, exercise this Placement Agent Warrant may be exercised in whole or in part at an exercise price per Placement Agent Unit equal to $24,000 per unit (the “Warrant Price”), by the surrender of this Placement Agent Warrant (properly endorsed) at the principal office of the Corporation, or at such other agency or office of the Corporation in the United States of America as the Corporation may designate by notice in writing to the Holder at the address of such Holder appearing on the books of the Corporation, and by payment to the Corporation of the Warrant Price in lawful funds of the United States by check or wire transfer for each Placement Agent Unit being purchased. Upon any partial exercise of this Placement Agent Warrant, there shall be executed and issued to the Holder a new Placement Agent Warrant in respect of the Placement Agent Units as to which this Placement Agent Warrant shall not have been exercised. In the event of the exercise of the rights represented by this Placement Agent Warrant, a certificate or certificates for the components of the Placement Agent Units so purchased, as applicable, registered in the name of the Holder, shall be delivered to the Holder hereof as soon as practicable after the rights represented by this Placement Agent Warrant shall have been so exercised. (i) If, but only if, at any time after one year from the date of issuance of this Warrant there is no effective registration statement registering the resale of the Shares and the Warrant Shares by the Holder, this Placement Agent Warrant may also be exercised at such time by means of a “cashless exercise” in which, at any time prior to the Termination Date, the Holder of this Placement Agent Warrant may, at its option, exchange this Placement Agent Warrant, in whole or in part (a “Warrant Exchange”), for Placement Agent Units by surrendering this Placement Agent Warrant at the principal office of the Corporation, accompanied by a notice stating such Holder’s intent to effect such exchange, the number of Placement Agent Units to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the “Notice of Exchange”). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, within five (5) days of the date the Notice of Exchange is received by the Corporation (the “Exchange Date”). The date on which the Corporation receives the Notice of Exchange is hereafter referred to as the “Exercise Date”. Certificates for the Shares and Warrant Shares underlying the Placement Agent Units issuable upon such Warrant Exchange and, if applicable, a new Placement Agent Warrant of like tenor evidencing the balance of the Placement Agent Units remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder within three (3) business days following the Exchange Date. In connection with any Warrant Exchange, the number of Units issued to the Holder shall be determined according to the following formula: X = Y(A-B) A Where: X = the number of Placement Agent Units that shall be issued to the Holder; Y = the number of Placement Agent Units for which this Placement Agent Warrant is being exercised (which shall include both the number of Units issued to the Holder and the number of Placement Agent Units subject to the portion of the Placement Agent Warrant being exchanged in payment of the Warrant Price); A = the product of (1) 30,000, multiplied by (2) the Fair Market Value (as defined below) of one share of Common Stock; and B = the Warrant Price then in effect. (ii) The Fair Market Value per share of Common Stock shall be determined as follows: (1) If the Common Stock is listed on the OTC Bulletin Board, the Fair Market Value per share of Common Stock shall be deemed to be the Closing Bid Price (as hereinafter defined) on the trading day immediately preceding the Exercise Date, or (2) if the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock on the trading day immediately preceding the Exercise Date. (B) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors of the Corporation (the “Board”) to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under any plan, agreement or arrangement with employees of the Corporation); and, upon request of the Holder, the Board (or a representative thereof) shall, as promptly as reasonably practicable but in any event not later than 10 days after such request, notify the Holder of the Fair Market Value per share of Common Stock and furnish the Holder with reasonable documentation of the Board’s determination of such Fair Market Value. Notwithstanding the foregoing, if the Board has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board shall make, and shall provide or cause to be provided to the Holder notice of, a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Holder during that it do so, and (B) the applicable Exercise Period upon presentation exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made and surrender hereofnotice thereof is provided to the Holder. (C) In the event that any calculation pursuant to this subsection 1(b) yields a fractional Placement Agent Unit to be issued, with the Purchase Form attached hereto as Exhibit A duly executednumber of Shares and Warrants to be issued in respect of such fractional Placement Agent Unit shall be the product of such fraction, at the office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment of the Exercise Price multiplied by the number of Shares and Warrants issuable in respect of the Company being purchased (the "Purchase Price")a full Placement Agent Unit, whereupon the Company shall cause the appropriate number of with any fractional Shares to be issued and shall deliver or Warrants yielded by such calculation rounded up or down to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibitednearest whole Share.

Exercise of Warrants. This Warrant The Exercise Price may be exercised paid in whole cash or by check to the order of the Company, or any combination of cash or check, subject to adjustment as provided in part by Article 7 hereof. Upon surrender of the Holder during the applicable Exercise Period upon presentation and surrender hereof, Warrant Certificate with the annexed Form of Election to Purchase Form attached hereto as Exhibit A duly executed, together with payment of the Exercise Price (as hereinafter defined) for the Shares purchased, at the office of the Company Company's executive offices (currently located at 2656 South Loop West, Suite 103, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇), ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full payment r of the Exercise Price multiplied by the number of Shares of the Company being purchased a Warrant Certificate (the "Purchase PriceHolder" or "), whereupon the Company Holders") shall cause the appropriate number of Shares be entitled to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, receive a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, or certificates for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon exercise of this Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder hereof, except that if in whole or in part (but not as to fractional shares of the Common Stock). In the case of the purchase of less than all the Shares purchasable under any Warrant Certificate, the Company were subject shall cancel said Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant Certificate of like tenor for the balance of the Shares to any legal requirements prohibiting it from issuing be purchased thereunder. Notwithstanding anything in this Warrant to the contrary, in no event shall the Holder of this Warrant be entitled to exercise this Warrant to purchase a number of shares of Common Stock on such date, in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates prior to such exercise, and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be deemed to have become determined in accordance with Section 13(d) of the record holder Securities Exchange Act of such Shares on 1934, as amended, and Regulation 13D-G thereunder. The opinion of the next succeeding date as of which Holder's legal counsel shall be conclusive in calculating the Company ceased to be so prohibitedHolder's beneficial ownership.

Exercise of Warrants. This Warrant may be exercised The Warrants initially are exercisable at the Exercise Price (subject to adjustment as provided in whole SECTION 6 hereof) per share of Common Stock, payable by certified or official bank cashier's check payable to the order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in part lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the Holder during number of shares as to which the applicable Exercise Period upon presentation Warrant is 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 hereof, of a Warrant Certificate with the annexed Form of Election to Purchase Form attached hereto as Exhibit A duly executed, together with payment of the Exercise Price for the shares of Common Stock at the office of the Company Company's principal offices (currently located at 3811 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇), accompanied ▇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 full payment each Warrant Certificate are exercisable at the option of the Exercise Price multiplied by the number of Shares Holder thereof, in whole or in part (but not as to fractional shares of the Company being purchased (Common Stock underlying the "Purchase Price"Warrants). Warrants may he exercised to purchase all or 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, whereupon the Company shall cause cancel said Warrant Certificate upon the appropriate number of Shares to be issued surrender thereof and, unless the Warrant has expired, shall execute and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing Certificate of like tenor for the remainder balance of the Shares will be issued securities purchasable thereunder. With respect to the Holderany such exercise, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes he deemed to have become the holder of record of Shares so purchased upon exercise the number of this shares of Common Stock from the date on which the Warrant as was surrendered and payment of the Exercise Price was made irrespective of the date of delivery of such shares, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall he deemed to have become the holder of such shares at the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of on which the Company ceased to be so prohibitedstock transfer books are open.

Exercise of Warrants. This Each Warrant initially entitles the Holder thereof to purchase 0.33 shares of Common Stock upon payment of the Warrant Price (as defined in Section 9 hereof). A Warrant may be exercised in whole upon surrender to the Warrant Agent at its principal office at 10 Commerce Drive, Cranford, New Jersey 07016 of the certificate or in part by certificates evidencing the Holder during the applicable Exercise Period upon presentation and surrender hereofWarrants to be exercised, together with the Purchase Form attached hereto as Exhibit A form of election to purchase on the reverse thereof duly executedfille▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇, at the office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ranteed by a member of a recognized guarantee medallion program, accompanied and upon payment to the Warrant Agent for the account of the Company of the Warrant Price (as defined in and determined in accordance with the provisions of Sections 9 and 10 hereof), or in the manner provided in Section 5.3, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Warrant Price shall be made by full an uncertified check drawn upon a U.S. bank or a wire transfer payable to the Warrant Agent, or in the manner provided in Section 5.3. As soon as the Warrant Agent receives a form of election to purchase Warrant Shares, it shall immediately notify the Company. Subject to Section 6 hereof, upon the surrender of certificate or certificates representing the Warrants and payment of the Exercise Warrant Price multiplied by as aforesaid, the Warrant Agent shall, upon the written order of the Holder and in such name or names as the Holder may designate, cause to be (a) effected a book-entry transfer crediting the account of such Holder or designee or (b) issued and delivered a certificate or certificates, in each case for the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new full Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record of Shares so purchased upon the exercise of this Warrant as of the close of business on the date as of which this Warrantsuch Warrants, together with a duly executed Purchase Formcash, was delivered to the Company and payment of the Purchase Price was madeas provided in Section 11 hereof, regardless of the date of delivery in respect of any fractional Warrant Shares otherwise issuable upon such surrender. If permitted by applicable law, any such certificate representing the Shares or certificates shall be deemed to have been issued or any such book-entry transfer shall be deemed to have been effected, and any person so purchased, except that if the Company were subject designated to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder be named therein shall be deemed to have become the a Holder of record holder of such Shares on the next succeeding date Warrant Shares, as of which the date of the surrender of such Warrants and payment of the Warrant Price. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part and, if a certificate evidencing Warrants is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants shall be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and deliver the required new Warrant certificate or certificates pursuant to the provisions of this Section and Section 3, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant certificates duly executed on behalf of the Company ceased to be so prohibitedfor such purpose.

Exercise of Warrants. This Warrant (a) The Warrants may be exercised exercised, in whole or in part part, on or prior to the Expiration Time by the Holder during the applicable Exercise Period upon presentation and surrender hereofsurrendering this Warrant Certificate, with the Purchase Form attached hereto as Exhibit A purchase form provided for herein duly executedexecuted by the Warrantholder or by the Warrantholder's duly authorized attorney-in-fact, at the principal office of the Company Company, presently located at ▇▇▇▇▇ ▇▇Glenpointe Centre East, 300 Frank W. Burr B▇▇▇▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇her office or agency in the United States as the Company may designate by notice in writing to the Warrantholder (in either event, the "Company Offices"), accompanied by full payment in full, either in the form of cash, bank cashier's check or certified check payable to the order of the Company, of the Exercise Price multiplied by the number of Shares payable in respect of the Warrants being exercised. If fewer than all of the Warrants are exercised, the Company being purchased shall, upon each exercise prior to the Expiration Time, execute and deliver to the Warrantholder a new Warrant Certificate (dated as of the date hereof) evidencing the balance of the Warrants that remain exercisable. (b) Notwithstanding Section 1(a) above, the Warrants may be exercised, in whole or in part, on a "cashless" basis, by stating in the attached exercise purchase form provided herein such intention and the maximum number (the "Purchase PriceMaximum Number"), whereupon ) of shares of Common Stock the Company shall cause Warrantholder desires to purchase (and lose the appropriate right to purchase) in consideration of cancellation of Warrants in payment for such exercise. The number of Shares to be issued shares of Common Stock the Warrantholder shall receive upon such exercise shall equal the difference between the Maximum Number and shall deliver to the Holder, within 10 days of surrender quotient that is obtained when the product of the Warrant, a certificate representing Maximum Number and the Shares being purchased. Upon each partial then current Exercise Price is divided by the then current Market Price per share (as hereinafter defined). (c) On the date of exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to Warrants, the Holder, at the Company's expense, as soon as reasonably practicable, at the Warrantholder exercising same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable by delivery of a certified or bank cashier's check payable to the Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to have become the holder of record for all purposes of the Warrant Shares so purchased to which the exercise relates. (d) As soon as practicable after the exercise of all or part of the Warrants evidenced by this Warrant Certificate, the Company, at its expense (including the payment by it of any applicable issue taxes), will cause to be issued in the name of and delivered to the Warrantholder a certificate or certificates evidencing the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which the Warrantholder shall be entitled upon such exercise. (e) No certificates for fractional Warrant Shares shall be issued upon the exercise of any of the Warrants but, in lieu thereof, the Company shall, upon exercise of this all the Warrants, round up any fractional Warrant as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered Share to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares nearest whole share of Common Stock on such date, the Holder shall be deemed to have become the record holder of such Shares on the next succeeding date as of which the Company ceased to be so prohibitedStock.

Exercise of Warrants. This (a) Upon surrender of this Warrant may be exercised in whole or in part by the Holder during the applicable Exercise Period upon presentation and surrender hereof, with the Form of Election to Purchase Form attached hereto as Exhibit A duly executedcompleted and signed to, the Company, at the office of the Company located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇its address set forth in or pursuant to Section 7, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, accompanied by full and upon payment and delivery of the Exercise Price per Warrant Share multiplied by the number of Warrant Shares that the Warrant Holder intends to purchase hereunder, in lawful money of the Company being purchased (the "Purchase Price")United State of America, whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant partially exercised. The Purchase Price shall be payable in cash or by delivery of a certified or official bank cashier's check or checks, payable to the Company, or by wire transfer of immediately available funds to an account designated in writing all as specified by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Warrant Holder in the Purchase Form. The Holder Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein) issue or cause to be deemed for all purposes issued and cause to have become be delivered to or upon the holder of record of Shares so purchased upon exercise of this Warrant as written order of the close of business on Warrant Holder and in such name or names as the date Warrant Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as of which this Warrant, together with a duly executed Purchase Form, was delivered required by the Securities Act. Any person so designated by the Warrant Holder to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the receive Warrant Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, the Holder shall be deemed to have become the record holder of record of such Warrant Shares on the next succeeding date as of the Date of Exercise of this Warrant. A “Date of Exercise” means the date on which the Company ceased shall have received (i) this Warrant (or any New Warrant, as applicable), with the Form of Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares so indicated by the Warrant Holder to be so prohibitedpurchased.