Common use of Exercise of Warrants Clause in Contracts

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At any time before June 25(a) Subject to Section 2, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants the rights represented by this Warrant Certificate may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants Holder, in whole or in part, by the holder thereof by surrender of this Warrant Certificate, with the Warrantsattached Subscription Form duly executed, accompanied by a subscription for shares to be purchased in at the form attached hereto as Exhibit B and by a check payable to the order principal office of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon the exercise ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (or such other office of a Warrant in whole or in part, the Company will as it may designate by 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 five (5which the rights represented by this Warrant Certificate may be exercised) days thereafter, at its expense (including and upon payment to or to the payment by order of the Company of any applicable issue or immediately available funds by wire transfer taxes), cause of lawful money of Canada in an amount equal to the Exercise Price per Common Share multiplied by the aggregate number of Common Shares to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which on such holder is entitled upon exercise of the this Warrant. In the event that the Holder subscribes for and purchases any such holder is lesser number of Common Shares prior to the Expiry Time, the Holder shall be entitled to receive a fractional sharereplacement Warrant Certificate, without charge, representing the unexercised balance of the Warrants as soon as practicable, and in lieu thereof such holder 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 so purchased shall be paid a cash amount equal and be deemed to be issued to the Holder as the registered owner of such fraction, multiplied by Common Shares as of the Current Value close of one full share of Common Stock business on the date of exerciseon which both this Warrant Certificate shall have been surrendered and payment made for such Common Shares as aforesaid. Certificates for shares of the Common Stock issuable by reason of the exercise of the Warrant or Warrants Shares so purchased shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant delivered to the holder of Holder as soon as practicable, and in any event within five Business Days, after the Warrants represented by this Warrant Certificate shall have been so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedexercised.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, The Warrants evidenced by this Warrant Certificate may be exercised as in whole or in part upon surrender to all or any portion the Company, at its Office, of this Warrant Certificate, with the Purchase Form attached hereto duly completed and signed, and upon payment to the Company of the whole Exercise Price for the number of shares Warrant Shares in respect of Common Stock covered by the which such Warrants by the holder thereof by surrender are then exercised. Payment of the Warrants, accompanied aggregate Exercise Price shall be at the option of the Holder in cash or by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a bank check payable to the order of the Company in or a combination thereof. Subject to Section 3 hereof, upon the amount required for purchase surrender of this Warrant Certificate, with the Purchase Form duly executed and payment of the shares Exercise Price as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon the exercise of a Warrant in whole or in partaforesaid, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), shall cause to be issued in the name of and delivered with all reasonable dispatch to or upon the Warrant holder written order of the Holder and in such name or names as the Holder may designate a certificate or certificates certificate(s) for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise Warrant Shares so purchased, together, at the option of the WarrantCompany as provided in Section 7 hereof, with cash in respect of any fractional Warrant Shares otherwise issuable upon such surrender. In the event such holder is entitled to a fractional share, in lieu thereof such holder Such certificate(s) shall be paid a cash amount equal deemed to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective have been issued as of the date of the surrendering surrender of this Warrant Certificate and payment of the Exercise Price, as aforesaid. The rights of purchase represented by this Warrant for exerciseCertificate shall be exercisable, notwithstanding any delays in at the actual execution, issuance or delivery election of the certificates for Holder, either in full at any time or from time to time in part prior to the shares so purchasedExpiration Date. In the event a that the Holder of this Warrant or Certificate shall exercise fewer than all the Warrants is exercised as evidenced hereby at any time prior to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personExpiration Date, the Company shall issue a new Warrant to Certificate evidencing the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedremaining unexercised Warrant(s) shall be issued.

Exercise of Warrants. At any time before June 25(a) During the Exercise Period, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants except as such may be exercised suspended from time to time as set forth in Section 4.3, each Holder may exercise from time to time some or all or any portion of the whole number of shares of Common Stock covered Warrants evidenced by its Warrant Certificate(s) by: (i) surrendering to the Warrants by Company at the holder thereof by surrender principal office of the Warrants, accompanied by a subscription for shares to be purchased Warrant Agent such Warrant Certificate(s) with written notice (in the form attached hereto to this Agreement) duly completed and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as Exhibit B amended, and (ii) paying to the Warrant Agent for the account of the Company the aggregate Exercise Price for the number of Warrant Shares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the Warrant Agent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made (1) by a wire transfer of immediately available funds to the Warrant Agent for the account of the Company, (2) by certified or official bank check or checks payable to the order of the Company (any such payments under subsections (1) or (2) shall be made in the amount required for purchase lawful money of the shares United States of America), or (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest one one-hundredth of a share, pursuant to the formula below. In the event that a Holder elects to make payment of the aggregate Exercise Price by surrender of the right to receive Warrant Shares as provided in subsection (3) of the preceding sentence, the number of Warrant Shares issuable to which such Holder shall be calculated as follows: X = Y(A-B) A Where: X = Y = A = B = the number of Warrant Shares to be issued to such Holder upon exercise (subject to Section 9); the total number of Warrant Shares purchasable pursuant to the Warrant being exercised (or, if such Warrant is being exercised only in part, the number of Warrant Shares for which it is being exercised); the Trading Price of a share of Common Stock determined as of the date of exercise; and the then-current Exercise Price. (b) In the event that less than all of the Warrants evidenced by a Warrant Certificate are exercised, delivered the Holder thereof shall be entitled to receive a new Warrant Certificate or Certificates as specified by such Holder evidencing the remaining Warrant or Warrants, and the Warrant Agent is hereby irrevocably authorized by the Company at its principal office at Commonwealth Biotechnologiesto countersign, Inc.issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to Section 4.2 and Section 3 of this Agreement. The Company, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇whenever requested by the Warrant Agent, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. (c) Upon the exercise of a Warrant any Warrants in whole or in partaccordance with this Agreement, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), shall cause to be issued in the name of and delivered to the Warrant holder Agent, on the Company’s behalf, to issue and deliver with all reasonable dispatch, to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled full Warrant Shares issuable upon the exercise of such Warrants and shall take or cause the Warrant. In the event Warrant Agent to take such holder is entitled other actions as are necessary to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of complete the exercise of the Warrants (including, without limitation, payment of any cash with respect to fractional interests required under Section 9). The certificate or certificates representing such Warrant or Warrants Shares shall be dated deemed to have been issued and any person so designated to be named therein shall be effective deemed to have become a holder of record of such Warrant Shares as of the date of the surrendering Warrants are exercised. (d) Upon delivery of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock Shares issuable upon exercise of all Warrants held by such persona Warrant in accordance herewith and of any required new Warrant Certificates, the Company shall issue direct the Warrant Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a new Warrant manner permitted by applicable laws and satisfactory to the holder of Company in accordance with its written instructions to the Warrant so Agent. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised covering and concurrently pay to the aggregate number Company all amounts received by the Warrant Agent upon exercise of shares such Warrants. (e) The Warrant Agent shall keep copies of Common Stock this Agreement and any notices given or received pursuant to this Agreement available for inspection by the Holders during normal business hours at its office. The Company shall, at its sole expense, supply the Warrant Agent from time to time with such numbers of copies of this Agreement as to which Warrants remain unexercisedthe Warrant Agent may reasonably request.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants Exercise of the purchase rights represented by this Warrant may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrantsmade, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company will (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto. Within the earlier of (i) three (3) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer drawn on a United States or Israeli bank. No ink-original Notice of Exercise shall be 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 five (5) days thereafter, at its expense (including Trading Days of the payment by date the Company final Notice of any applicable issue or transfer taxes), cause to be issued in the name of and Exercise is delivered to the Company. Partial exercises of this Warrant holder resulting in purchases of a certificate or certificates for portion of the total number of Warrant Shares available hereunder shall have the 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 fully paid Warrant Shares purchased and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercisesuch purchases. Certificates for shares The Company shall deliver any objection to any Notice of Common Stock issuable 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 exercise provisions of this paragraph, following the purchase of a portion of the Warrant or Warrants shall Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, stated on the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedface hereof.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants (a) This Warrant may be exercised as at any time or from time to all time on or any portion after (i) the first anniversary of the whole number consummation of the IPO for up to one-third of the (i) Any person, including a group of persons acting in concert, becomes the beneficial owner of shares of Common Stock covered the Company having 50 percent or more of the total number of votes that may be cast for the election of directors of the Company; (ii) There occurs any cash tender or exchange offer for shares of the Company, merger or other business combination, or any combination of the foregoing transactions, and as a result of or in connection with any such event, persons who were directors of the Company before the event shall cease to constitute a majority of the board of directors of the Company or any successor to the Company; or (iii) The sale, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company. Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by reason of a change in beneficial ownership occurring in connection with the IPO. (b) This Warrant may be exercised at the time(s) or upon the occurrence of the event(s) specified in Subsection 2(a) hereof by the Warrants by the holder thereof by surrender of this Warrant, with the Warrants, accompanied by a subscription for shares to be purchased in the form Purchase Agreement attached hereto as Exhibit B Rider A properly completed and by a check payable to duly executed, at the order principal office of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ Vict▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ct▇▇▇▇ ▇▇▇eet, P.O. Box HM1262, Hami▇▇▇▇, Attention: Chairman▇▇ ▇▇, Bermuda, or such other location which shall at that time be the principal office of the Company and of which the Company shall have notified the Warrant Holder in writing (the "Principal Office"), or at the office of its stock transfer agent, and upon payment to the Company of the Warrant Price for the Warrant Shares to be purchased upon such exercise. Upon The person entitled to the Warrant Shares so purchased shall be treated for all purposes as the holder of such shares as of the close of business on the date of exercise and certificates for the shares so purchased shall be delivered to the (c) The Warrant Price shall be payable (i) in cash or its equivalent, (ii) in Common Shares newly acquired upon exercise of this Warrant, (iii) by surrendering to the Company the right to purchase a number of Warrant Shares equal to the product obtained by multiplying the number of Warrant Shares to be purchased (including the Warrant Shares to be surrendered) by a fraction, the numerator of which is the Warrant Price and the denominator of which is the Market Price of the Common Shares, or (iv) in any combination of (i), (ii) and (iii). In the event the Warrant Price is paid, in whole or in part, with Common Shares, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise portion of the Warrant or Warrants Price so paid shall be dated and shall be effective as equal to the Market Price of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedShares.

Exercise of Warrants. At any time before June 25The Warrants initially are exercisable at a price of $.01, 2007 at 5:00 p.m.subject to adjustment as provided in Article 7 hereof, Richmondper Share. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, Virginia time, Warrants may be exercised as to all or any portion together with payment of the whole number of shares of Common Stock covered by Exercise Price for the Warrants by Shares purchased, at the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company Company's principal offices (located at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇4209 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Attention: Chairman. Upon Arlington, Texas 76017) the exercise registered holder of a Warrant in whole Certificate ("Holder" or in part, the Company will within five (5"Holders") days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause shall be entitled to be issued in the name of and delivered to the Warrant holder receive a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares Shares so purchased. In Payment of the event Exercise Price may be made, at the option of the Holder: (a) by cash, money order, certified or bank cashier's check or wire transfer, (b) the surrender to the Company of securities of the Company having a Warrant or Warrants is exercised as value equal to less than the aggregate amount Exercise Price, as determined in good faith by the Company's board of all shares directors, or (c) the delivery of Common Stock issuable upon exercise of all Warrants held by such person, a notice to the Company shall issue a new that the Holder is exercising this Warrant by authorizing the Company to reduce the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock subject to this Warrant by the number of shares having an aggregate value equal to the aggregate Exercise Price, as determined in good faith by the Company's board of directors. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to which Warrants remain unexercisedfractional shares of the Common Stock). In the case of the purchase of less than all the Shares purchasable under any Warrant Certificate, the Company 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 purchasable thereunder.

Exercise of Warrants. At any time before June 25(a) During the Exercise Period, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants except as such may be exercised suspended from time to time as set forth in Section 4.3, each Holder may exercise from time to time some or all or any portion of the whole number of shares of Common Stock covered Warrants evidenced by its Warrant Certificate(s) by: (i) surrendering to the Warrants by Company at the holder thereof by surrender principal office of the Warrants, accompanied by a subscription for shares to be purchased Warrant Agent such Warrant Certificate(s) with written notice (in the form attached hereto to this Agreement) duly completed and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as Exhibit B amended, and (ii) paying to the Warrant Agent for the account of the Company the aggregate Exercise Price for the number of Warrant Shares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the Warrant Agent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made (1) by a wire transfer of immediately available funds to the Warrant Agent for the account of the Company, (2) by certified or official bank check or checks payable to the order of the Company (any such payments under subsections (1) or (2) shall be made in the amount required for purchase lawful money of the shares United States of America), or (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest one one-hundredth of a share, pursuant to the formula below. In the event that a Holder elects to make payment of the aggregate Exercise Price by surrender of the right to receive Warrant Shares as provided in subsection (3) of the preceding sentence, the number of Warrant Shares issuable to which such Holder shall be calculated as follows: X = Y(A-B) Where: X = the number of Warrant Shares to be issued to such Holder upon exercise (subject to Section 9); Y = the total number of Warrant Shares purchasable pursuant to the Warrant being exercised (or, if such Warrant is being exercised only in part, the number of Warrant Shares for which it is being exercised); A = the Trading Price of a share of Common Stock determined as of the date of exercise; and B = the then-current Exercise Price. (b) In the event that less than all of the Warrants evidenced by a Warrant Certificate are exercised, delivered the Holder thereof shall be entitled to receive a new Warrant Certificate or Certificates as specified by such Holder evidencing the remaining Warrant or Warrants, and the Warrant Agent is hereby irrevocably authorized by the Company at its principal office at Commonwealth Biotechnologiesto countersign, Inc.issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to Section 4.2 and Section 3 of this Agreement. The Company, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇whenever requested by the Warrant Agent, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. (c) Upon the exercise of a Warrant any Warrants in whole or in partaccordance with this Agreement, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), shall cause to be issued in the name of and delivered to the Warrant holder Agent, on the Company’s behalf, to issue and deliver with all reasonable dispatch, to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled full Warrant Shares issuable upon the exercise of such Warrants and shall take or cause the Warrant. In the event Warrant Agent to take such holder is entitled other actions as are necessary to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of complete the exercise of the Warrants (including, without limitation, payment of any cash with respect to fractional interests required under Section 9). The certificate or certificates representing such Warrant or Warrants Shares shall be dated deemed to have been issued and any person so designated to be named therein shall be effective deemed to have become a holder of record of such Warrant Shares as of the date of the surrendering Warrants are exercised. (d) Upon delivery of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock Shares issuable upon exercise of all Warrants held by such persona Warrant in accordance herewith and of any required new Warrant Certificates, the Company shall issue direct the Warrant Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a new Warrant manner permitted by applicable laws and satisfactory to the holder of Company in accordance with its written instructions to the Warrant so Agent. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised covering and concurrently pay to the aggregate number Company all amounts received by the Warrant Agent upon exercise of shares such Warrants. (e) The Warrant Agent shall keep copies of Common Stock this Agreement and any notices given or received pursuant to this Agreement available for inspection by the Holders during normal business hours at its office. The Company shall, at its sole expense, supply the Warrant Agent from time to time with such numbers of copies of this Agreement as to which Warrants remain unexercisedthe Warrant Agent may reasonably request.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, The Warrants may be exercised as to all by the Warrant holder in whole, or any portion in part, by surrender of the whole number Warrant Certificate at the office of the Company (or such other office or agency of the Company as may be designated by notice in writing to the Warrant holder at the address of such Warrant holder appearing on the books of the Company) with the subscription form attached hereto duly completed, at any time within the period beginning on the date hereof and expiring at 5:00 p.m. Houston, Texas time, on December 16, 2007 (the "Exercise Period") and by payment to the Company by certified check or bank draft of the Exercise Price for such shares. The Company agrees that the shares of Common Stock covered by so purchased shall be and are deemed to be issued to the Warrants by Warrant holder as the holder thereof by surrender record owner of such shares of Common Stock as of the Warrants, accompanied by a subscription for shares to be purchased in close of business on the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to date on which the Warrant is being exercisedCertificate shall have been surrendered and payment made for such shares of Common Stock. Certificates representing the shares of Common Stock so purchased, delivered together with any cash for fractional shares of Common Stock paid pursuant to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxesSection 4(f), cause to shall be issued in the name of and delivered to the Warrant holder promptly, and, unless the Warrants have expired, a certificate or certificates for new Warrant Certificate representing the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of Warrants represented by the Warrant. In the event such holder is entitled to a fractional sharesurrendered Warrant Certificate, in lieu thereof such holder if any, that shall not have been exercised also shall be paid a cash amount equal delivered to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by holder within such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedtime.

Exercise of Warrants. At any time before June 25(a) Upon the terms and subject to the conditions set forth in this Warrant, 2007 at each holder of Warrants shall have the right, which may be exercised until 5:00 p.m., Richmond, Virginia New York City time, on March 5, 2005 (the "Expiration Time"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive upon exercise of this Warrant and payment of the Exercise Price then in effect for such Warrant Shares. Each Warrant not exercised prior to the Expiration Time shall be deemed automatically exercised in accordance with the last sentence of the following paragraph (even if the form of election to purchase attached hereto is not delivered) immediately prior to such Expiration Time. (b) Warrants may be exercised as upon surrender to all or any portion the Company of this Warrant with the form of election to purchase attached hereto duly filed in and signed and upon payment to the Company of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender Exercise Price for each of the Warrants, accompanied Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made at the principal offices of the Company by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a certified or official bank check payable to the order of the Company Company. In lieu of exercising any Warrant by paying in full the amount required for purchase of Exercise Price plus transfer taxes (if applicable pursuant to Section 2), if any, the shares as holder may, from time to which the Warrant is being exercisedtime, delivered to the Company at its principal office at Commonwealth Biotechnologiesconvert such Warrant, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, into such number of Warrant Shares determined by dividing (a) the Company will within five (5) days thereafter, at its expense (including the payment by the Company aggregate Current Market Value of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which Warrant Shares represented by such holder is entitled upon exercise Warrant, minus the sum of the Warrant. In the event aggregate Exercise Price for such holder is entitled to a fractional shareWarrant Shares plus transfer taxes, in lieu thereof such holder shall be paid a cash amount equal to such fractionif any, multiplied by (b) the Current Market Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exerciseShare (such conversion, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised"Cashless Exercise").

Exercise of Warrants. At any time before June 25(a) Upon the terms and subject to the conditions set forth in this Warrant, 2007 at each holder of Warrants shall have the right, which may be exercised until 5:00 p.m., Richmond, Virginia New York City time, on March 5, 2005 (the "Expiration Time"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive upon exercise of this Warrant and payment of the Exercise Price then in effect for such Warrant Shares. Each Warrant not exercised prior to the Expiration Time shall be deemed automatically exercised in accordance with the last sentence of the following paragraph (even if the form of election to purchase attached hereto is not delivered) immediately prior to such Expiration Time. (b) Warrants may be exercised as upon surrender to all or any portion the Company of this Warrant with the form of election to purchase attached hereto duly filed in and signed and upon payment to the Company of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender Exercise Price for each of the Warrants, accompanied Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made at the principal offices of the Company by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a certified or official bank check payable to the order of the Company Company. In lieu of exercising any Warrant by paying in full the amount required for purchase of Exercise Price plus transfer taxes (if applicable pursuant to Section 2), if any, the shares as holder may, from time to which the Warrant is being exercisedtime, delivered to the Company at its principal office at Commonwealth Biotechnologiesconvert such Warrant, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, into such number of Warrant Shares determined by dividing (a) the Company will within five (5) days thereafter, at its expense (including the payment by the Company aggregate Current Market Value - of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which Warrant Shares represented by such holder is entitled upon exercise Warrant, minus the sum of the Warrant. In the event aggregate Exercise Price for such holder is entitled to a fractional shareWarrant Shares plus transfer taxes, in lieu thereof such holder shall be paid a cash amount equal to such fractionif any, multiplied by (b) the Current Market Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exerciseShare (such conversion, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised- "Cashless Exercise").

Exercise of Warrants. At any time before June 25(a) During the Exercise Period, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants except as such may be exercised suspended from time to time as set forth in Section 4.3, each Holder may exercise from time to time some or all or any portion of the whole number of shares of Common Stock covered Warrants evidenced by its Warrant Certificate(s) by: (i) surrendering to the Warrants by Company at the holder thereof by surrender principal office of the Warrants, accompanied by a subscription for shares to be purchased Warrant Agent such Warrant Certificate(s) with written notice (in the form attached hereto to this Agreement) duly completed and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as Exhibit B amended, and (ii) paying to the Warrant Agent for the account of the Company the aggregate Exercise Price for the number of Warrant Shares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the Warrant Agent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made (1) by a wire transfer of immediately available funds to the Warrant Agent for the account of the Company, (2) by certified or official bank check or checks payable to the order of the Company (any such payments under subsections (1) or (2) shall be made in the amount required for purchase lawful money of the shares United States of America), or (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest one one-hundredth of a share, pursuant to the formula below. In the event that a Holder elects to make payment of the aggregate Exercise Price by surrender of the right to receive Warrant Shares as provided in subsection (3) of the preceding sentence, the number of Warrant Shares issuable to which such Holder shall be calculated as follows: X = Y(A-B) A Where: X = the number of Warrant Shares to be issued to such Holder upon exercise (subject to Section 9); Y = the total number of Warrant Shares purchasable pursuant to the Warrant being exercised (or, if such Warrant is being exercised only in part, the number of Warrant Shares for which it is being exercised); A = the Trading Price of a share of Common Stock determined as of the date of exercise; and B = the then-current Exercise Price. (b) In the event that less than all of the Warrants evidenced by a Warrant Certificate are exercised, delivered the Holder thereof shall be entitled to receive a new Warrant Certificate or Certificates as specified by such Holder evidencing the remaining Warrant or Warrants, and the Warrant Agent is hereby irrevocably authorized by the Company at its principal office at Commonwealth Biotechnologiesto countersign, Inc.issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to Section 4.2 and Section 3 of this Agreement. The Company, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇whenever requested by the Warrant Agent, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. (c) Upon the exercise of a Warrant any Warrants in whole or in partaccordance with this Agreement, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), shall cause to be issued in the name of and delivered to the Warrant holder Agent, on the Company’s behalf, to issue and deliver with all reasonable dispatch, to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled full Warrant Shares issuable upon the exercise of such Warrants and shall take or cause the Warrant. In the event Warrant Agent to take such holder is entitled other actions as are necessary to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of complete the exercise of the Warrants (including, without limitation, payment of any cash with respect to fractional interests required under Section 9). The certificate or certificates representing such Warrant or Warrants Shares shall be dated deemed to have been issued and any person so designated to be named therein shall be effective deemed to have become a holder of record of such Warrant Shares as of the date of the surrendering Warrants are exercised. (d) Upon delivery of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock Shares issuable upon exercise of all Warrants held by such persona Warrant in accordance herewith and of any required new Warrant Certificates, the Company shall issue direct the Warrant Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a new Warrant manner permitted by applicable laws and satisfactory to the holder of Company in accordance with its written instructions to the Warrant so Agent. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised covering and concurrently pay to the aggregate number Company all amounts received by the Warrant Agent upon exercise of shares such Warrants. (e) The Warrant Agent shall keep copies of Common Stock this Agreement and any notices given or received pursuant to this Agreement available for inspection by the Holders during normal business hours at its office. The Company shall, at its sole expense, supply the Warrant Agent from time to time with such numbers of copies of this Agreement as to which Warrants remain unexercisedthe Warrant Agent may reasonably request.

Exercise of Warrants. At any time before June 25, 2007 and from time to time after the date hereof and expiring on the fifth anniversary of the effective date of this Agreement at 5:00 p.m., Richmond, Virginia timeCentral Standard Time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B to each Warrant Certificate and by a check payable payment to the order of Company as set forth in the Company Warrant Certificate in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇Suite 1704, Oklahoma City, Oklahoma 73102, Attention: ChairmanPresident. Upon the exercise of a Warrant Warrant, in whole or in part, the Company will will, within five ten (510) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof thereof, such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value (as hereafter defined) of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised exercised, as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At any time before June 25and from time to time on and after ____________, 2007 1998 and expiring on __________, 2002 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At any time before June 25Subject to the provisions of Section 3.4 hereof, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants a Warrant that is exercisable under this Agreement may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by upon surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologiesof the certificate or certificates evidencing the Warrant or Warrants to be exercised, together with the Purchase Form on the reverse thereof duly filled in and signed, which signature (if not the Purchaser) shall be guaranteed by a bank or trust company or a broker or dealer which is a member of the National Association of Securities Dealers, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇and upon payment to the Company of the Warrant Price as defined in and determined in accordance with the provisions of Section 7 hereof for the number of Warrant Shares in respect of which such Warrants are then exercised (the "Exercise Amount"). Payment of the Exercise Amount shall be made (i) by payment to the Company in cash, ▇▇▇▇▇▇▇▇by certified or official bank check, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇or by wire transfer of the Exercise Amount, Attention: Chairman(ii) by surrender to the Company for cancellation of securities (which may include Warrant Shares received in respect of such Warrants being exercised) of the Company having a Market Price (as hereinafter defined) on the date of exercise equal to the Exercise Amount; or (iii) by a combination of the methods described in clauses (i) and (ii) above, in each case at the option of the Holder. Upon For purposes hereof, the term "Market Price" shall mean (1) the average of the daily closing price of a share of Common Stock or other securities of the Company, as the case may be, for the 15 consecutive trading days preceding the date the Warrant is presented for exercise on the principal national securities exchange on which the Common Stock, or securities are listed or admitted to trading or, (2) if not listed or admitted to trading on any national securities exchange, the average of the reported bid and asked prices during such 15 trading day period in the over-the-counter market as furnished by the National Quotation Bureau, Inc., or, if such firm is not then engaged in the business of reporting such prices, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the Company or, (3) if the Common Stock or securities are not publicly traded, the Market Price for such day shall be the fair market value thereof determined jointly by the Company and the Holder; provided, however, that if pursuant to this subclause (3) such parties are unable to reach agreement within a reasonable period of time, the Market Price shall be determined in good faith by the independent investment banking firm selected jointly by the Company and the Holder or, if that selection cannot be made within 15 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules. Subject to Section 3.4 and Section 4 hereof, upon the surrender of a Warrant in whole or in partthat is exercisable under this Agreement and payment of the Warrant Price as aforesaid, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), shall cause to be issued in the name of and delivered with all reasonable dispatch (but in not event later than (i) 5 business days after payment is received if payment is made in immediately available funds or by the surrender of securities and (ii) 10 business days after payment is received if payment is not made in immediately available funds or by the surrender of securities) to or upon the Warrant holder written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled full Warrant Shares so purchased upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of such Warrants, together with cash, as provided in Section 8 hereof, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. If permitted by applicable law, to the extent that the Warrant Price consideration consists solely of securities (which may include Warrant Shares received in respect of such Warrants being exercised) of the Company, the Warrant Shares so acquired (together with the related certificate or Warrants certificates) shall be dated and shall be effective deemed to have been acquired as of the date hereof. The rights of purchase represented by the Warrants shall be exercisable, at the election of the surrendering Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of less than all of the Warrant for exerciseShares purchasable on exercise at any time prior to the date of expiration of the Warrants, notwithstanding any delays in the actual executionCompany shall, issuance or at the time of delivery of the certificate or certificates for representing Warrant Shares, deliver to the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue Holder a new Warrant evidencing the rights to purchase the holder of the remaining Warrant so exercised covering the aggregate number of shares of Common Stock as Shares, which new Warrant shall in all other respects be identical to which Warrants remain unexercisedthis Warrant.

Exercise of Warrants. At any time before June 25, 2007 at Each Warrant shall be exercisable beginning on the Commencement Date specified in such Warrant and until 5:00 p.m., Richmond, Virginia New York City time, Warrants may be exercised as to on the Expiration Date (the "EXERCISE PERIOD"). On and after the date hereof, each Holder may, on one or more occasions, on any Business Day, in whole or in part: (a) exercise for cash all or any portion some of the whole Warrants held by it which are exercisable on such date pursuant to their terms; and (b) convert all or some of the Warrants held by it which are exercisable on such date pursuant to their terms into the number of shares of Common Stock covered for each Stock Unit evidenced by such Warrant which is being so converted, equal to (a)(i) the Warrants product of (x) the number of shares of Common Stock comprising a Stock Unit at the time of such conversion and (y) the Current Market Price per share of Common Stock at the time of such conversion MINUS (ii) the Exercise Price per Stock Unit at the time of such conversion, DIVIDED BY (b) the Current Market Price per share of Common Stock at the time of such conversion, in each case by delivering to the holder thereof by surrender Company, at its office maintained for such purpose pursuant to SECTION 15.03 hereof: (i) a written notice (the "EXERCISE NOTICE") of such Holder's election to exercise such Warrant or convert such Warrant, as the case may be, in the form of the WarrantsExercise Form set out at the end thereof (or a reasonable facsimile thereof), accompanied by a subscription for shares which notice shall specify the number of Stock Units to be purchased or converted, as the case may be; and (ii) such Warrant, and, in the form attached hereto as Exhibit B and by case of an exercise of such Warrant, a certified or bank check or checks payable to the order of the Company in an aggregate amount equal to the amount required aggregate Exercise Price for purchase the number of the shares Stock Units as to which the such Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon the exercise of a Warrant in whole or in partreceipt thereof, the Company will shall, as promptly as practicable and in any event within five (5) days Business Days thereafter, at its expense (including the payment by the Company of any applicable issue execute or transfer taxes), cause to be issued in the name of executed and deliver or cause to be delivered to the Warrant holder such Holder a stock certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering representing the aggregate number of shares of Warrant Stock and Other Securities issuable upon such exercise or conversion and any other property to which such Holder is entitled by virtue of the exercise of any Warrants. The stock certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be registered in the name of such Holder or such name or names as shall be designated in such Exercise Notice. Such stock certificate or certificates shall be deemed to have been issued and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares, including, to the extent permitted by law, the right to vote such shares or to consent or to receive notice as a Stockholder, as of the date on which the last of the Exercise Notice, payment of the Exercise Price and the Warrant to which such exercise relates is received by the Company as aforesaid, and all taxes required to be paid by Holder, if any, pursuant to SECTION 15.04(C) hereof, prior to the issuance of such shares have been paid. If such Warrant shall have been exercised or converted only in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock and Other Securities, execute and deliver to such Holder a new Warrant evidencing the rights of such Holder to purchase (or convert) the unpurchased (or unconverted) Stock Units called for by such Warrant (including Stock Units that may become purchasable in the future with the passage of time or as a result of adjustments pursuant to the terms of such Warrant), which new Warrant shall in all other respects be identical with the surrendered Warrant. The Company shall not be required to issue a fractional share of Common Stock as or Other Securities upon exercise or conversion of any Warrant. As to any fraction of a share of Common Stock or Other Securities which Warrants remain unexerciseda Holder would otherwise be entitled to purchase upon such exercise or conversion, the Company may in lieu of the issuance of a fractional share either (i) pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction of the Current Market Price per share of Common Stock or Other Securities on the date of exercise or (ii) issue a number of shares rounded up to the next higher whole share.

Exercise of Warrants. At (a) Subject to this Section 3.2, the Warrants shall be exercisable in whole or in part from time to time on any time before June 25Business Day (each, 2007 at 5:00 p.m.an “Exercise Date”) beginning on the date hereof and ending on the Expiration Date, Richmond, Virginia time, in the manner provided for herein. (b) In the event that events occurring after the date hereof would result in the adjustment provisions of Article 4 hereof causing the Warrants may be exercised as to all or any portion of become exercisable in the whole aggregate for a number of shares of Common Stock covered by that would exceed the number of shares that the Company may issue upon exercise of the Warrants by under the holder thereof by surrender applicable rules and regulations of the WarrantsApplicable Exchange (the “Exchange Cap”), accompanied by a subscription from and after such time, upon exercise of any Warrant, for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order each share of the Company in the amount required Common Stock for purchase of the shares as to which the such Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon the exercise in lieu of a Warrant in whole or in partsuch share, the Company will within five deliver (5i) days thereafter, at its expense (including the payment by the Company a portion of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event equal to a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personfraction, the Company shall issue a new Warrant to numerator of which is the holder of the Warrant so exercised covering Exchange Cap, less the aggregate number of shares of Common Stock previously issued upon exercise of the Warrants (as adjusted for stock splits, dividends, contributions and the like), and the denominator of which is the aggregate number of shares of Common Stock that would be issuable upon exercise of the Warrants remaining outstanding as of such event without giving effect to this Section 3.2(b) and (ii) an amount in cash equal to one minus such fraction multiplied by the Fair Market Value of a share of Common Stock as of the date of exercise (with the effect that upon exercise of all Warrants the total number of shares will not exceed the Exchange Cap, and the obligation to deliver any excess shares otherwise deliverable upon such exercises but for the operation of this Section 3.2(b) would be settled in cash), provided that the foregoing shall not apply from and after such time as the Company obtains the approval of its shareholders as required by the applicable rules and regulations of the Applicable Exchange for issuances of shares of Common Stock in excess of the Exchange Cap (provided further, however, that the Company shall expressly have no obligation to seek such shareholder approval). (c) Subject to the following sentence, the Company shall not be obligated to issue any shares of Common Stock upon exercise of the Warrants and the Holders shall not be entitled to receive any such shares of Common Stock if, and the Warrants shall not be exercisable to the extent that, the issuance of such shares of Common Stock would, but for this Section 3.2(c) and the effect of the provision set forth in Section 1(a)(y) of the Stockholder Rights Agreement, result in the WLR Group (or, if the applicable Holder is not a member of the WLR Group, such Holder or any of its Affiliates) becoming an “Acquiring Person” as that term is defined and calculated in accordance with the Stockholder Rights Agreement as amended as of the date hereof and without giving effect to any later amendment thereto (to the extent that such later amendment lowers or has the effect of lowering the applicable percentage of Beneficial Ownership for purposes of calculating whether any such Person is an “Acquiring Person”) or termination thereof. In the event such shares may not be so issued as a result of this Section 3.2(c) (any such shares which may not be so issued, the “Excess Shares”), the Company shall not be obligated to issue any Excess Shares unless and until such time as the Excess Shares Beneficially Owned by the applicable Holder have become subject to and bound by the terms of the voting agreement set forth in Section 4.9 of the Rights and Restrictions Agreement (such Section 4.9, the “Voting Agreement”) by executing a written document pursuant to which Warrants remain unexercisedsuch Holder acknowledges and agrees that any Excess Shares Beneficially Owned by it are subject to and bound by the terms of the Voting Agreement.

Exercise of Warrants. At any time before June 25on or after the earlier of (x) February 26, 2007 at 5:00 p.m.2001, Richmond, Virginia time, Warrants may be exercised as to all or any portion (y) the effectiveness of the Initial Public Offering (as hereinafter defined) and (z) a merger of the Company with or into any other corporation, the conveyance transfer or lease of substantially all of its assets in a single transaction or series of transactions, or a sale, in one or more transactions of more than 50% of the Common Stock of the Company on a fully diluted basis; and prior to the Expiration Date, the holder of this Warrant may exercise the rights evidenced hereby in whole number or in part, by surrender of shares this Warrant, with an election to purchase (a form of which is attached hereto in Exhibit A) attached thereto duly executed, to the Company at its office referred to in Section 5.03 hereof, together with payment of the Exercise Price (payable as set forth below) for each share of Common Stock covered as to which this Warrants is exercised. The Exercise Price shall be payable (a) in cash or by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a certified or official bank check payable to the order of the Company in or by wire transfer of immediately available funds to the amount required for purchase account of the shares as to which the Warrant is being exercisedCompany, delivered (b) by delivery of Warrants to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attentionfor cancellation in accordance with the following formula: Chairman. Upon the in exchange for each share of Common Stock issuable upon exercise of a each Warrant in whole or in partany holder thereof so delivers for cancellation, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant such holder a certificate or certificates for the shall receive such number of fully paid and non-assessable shares of Common Stock to which such holder as is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value product of one full share (i) the number of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held such Warrant at such time multiplied by such person(ii) a fraction, the Company shall issue a new Warrant numerator of which is the Fair Market Value per share of Common Stock at such time minus the Exercise Price per share of Common Stock at such time, and the denominator of which is the Fair Market Value per share of Common Stock at such time, or (c) by cancellation of amounts outstanding (whether in respect of principal or interest) under the Notes in an amount equal to the holder of aggregate Exercise Price for the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedbe purchased on such date upon delivery of such Notes to the Company for cancellation and reissuance in the appropriate lesser principal amounts.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants Exercise of the purchase rights represented by this Warrant may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrantsmade, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company will (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto. Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer drawn on a United States or Israeli bank. No ink-original Notice of Exercise shall be 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 five (5) days thereafter, at its expense (including Trading Days of the payment by date the Company final Notice of any applicable issue or transfer taxes), cause to be issued in the name of and Exercise is delivered to the Company. Partial exercises of this Warrant holder resulting in purchases of a certificate or certificates for portion of the total number of Warrant Shares available hereunder shall have the 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 fully paid Warrant Shares purchased and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercisesuch purchases. Certificates for shares The Company shall deliver any objection to any Notice of Common Stock issuable 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 exercise provisions of this paragraph, following the purchase of a portion of the Warrant or Warrants shall Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, stated on the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedface hereof.

Exercise of Warrants. At any time before June 25The Warrants are exercisable during the term set forth in Section 1 hereof at the Exercise Price (defined below) per Warrant Share set forth in Section 6 hereof, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all payable by certified or any portion cashier's check or money order payable in lawful money of the whole United States, subject to adjustment as provided in Section 8 hereof; provided, however, that if the fair market value of one share of Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising a Warrant for cash, the Holder may elect to receive Warrant Shares equal to the value (as determined below) of the Warrant (or the portion thereof being canceled) by surrender of the Warrant Certificate at the principal office of the Company together with the properly completed and executed Form of Election to Purchase in the form attached as Exhibit B, in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following formula: Y(A-B) X = ------ A Where: X = the number of Warrant Shares to be issued to the Holder; Y = the number of shares of Common Stock covered by purchasable pursuant to the Warrants by the holder thereof by surrender Warrant Certificate surrendered, or, if only a portion of the Warrants, accompanied Warrant represented by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the such Warrant Certificate is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon the exercise portion of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on being canceled (at the date of exercise. Certificates for shares such calculation); A = the fair market value of Common Stock issuable by reason one share of the exercise of the Warrant or Warrants shall be dated and shall be effective as of Company's Stock (at the date of such calculation); and B = Exercise Price (as adjusted to the surrendering date of such calculation). For purposes of the Warrant above calculation, fair market value of one share of Stock shall be determined by the Company's Board of Directors in good faith; provided, however, that where there exists a public market for the Stock at the time of such exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.fair

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, (a) The Warrants may be exercised by surrendering the Warrants at the office of the Corporation or the Warrant Agent (hereinafter defined), and by delivering to the Corporation or the Warrant Agent, or directly to any officer of the Corporation, a duly completed and executed exercise form substantially in the form attached to this Agreement as Exhibit “B” or such other form as shall be consistent with the provisions of this Agreement, together with the Warrant Price for each full share of Common Stock as to all which the Warrants are exercised. The Warrant Price shall be paid in cash or any portion by check, subject to collection, payable to the order of the Corporation. (b) In addition to the method of payment set forth in subsection 3(a) above and in lieu of any cash payment required thereunder, the Warrant Holder shall have the right, at any time and from time to time, to exercise the Warrants, in whole or in part, by means of a “cashless exercise” pursuant to which the Warrant Holder may surrender the Warrant, or a true copy thereof, together with the exercise notice in the manner specified in subsection 3(a) above without payment of the Warrant Price, in exchange for the number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable equal to the order product of (x) the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which the Warrants remain are being exercised multiplied by (y) a fraction, the numerator of which is the Market Price (as defined in subsection 3(g) below) of the Common Stock less the Exercise Price and the denominator of which is the Market Price of the Common Stock. For the purposes of this Section 3, Market Price shall be calculated either (i) on the trading day immediately preceding the date on which the exercise form is delivered to the Corporation as set forth in subsection 3(a) above (the “Notice Date”) or (ii) as the average of the Market Prices for each of the five (5) trading days immediately preceding the Notice Date, whichever of (i) or (ii) is higher. (c) Upon the exercise of any of the Warrants, the Corporation shall as promptly as practicable (but in no event more than five (5) business days after exercise) issue and deliver to the Warrant Holder a certificate or certificates for the number of full shares of Common Stock to which the Warrant Holder is entitled, registered in the name or names specified by the Warrant Holder, and cash with respect to any remaining fractional interest in a share as set forth in subsection 3(d) below. If the Warrants are not exercised in full (except with respect to a remaining fraction of a share), the Corporation shall also issue and deliver new Warrants for the number of shares (including fractional shares) as to which the Warrants have not been exercised. (d) The Corporation shall not be required to issue fractional shares upon the exercise of the Warrants. If the Warrant Holder exercises the purchase rights under the Warrants in a manner that leaves the right to purchase a fraction of a share unexercised, the Corporation shall purchase the fractional interest for an amount in cash equal to the then current market value of the fractional interest, computed on the basis of the average closing bid and asked prices of its shares of Common Stock on the date of exercise as furnished to the Corporation by any member or member firm of a registered national securities exchange or, if the Common Stock is not then being publicly traded, on another reasonable basis determined by the Corporation. (e) All of the Shares issued upon the exercise of the Warrants shall be duly and validly issued, fully paid and nonassessable and the Corporation shall pay all documentary, stamp or other taxes and governmental charges in connection with the issuance of the Warrants and the issuance or delivery of any Shares upon exercise of the Warrants. In addition, upon issuance, the Shares shall be free and clear of any and all liens, encumbrances, adverse interests, claims, charges, levies, restrictions, agreements and taxes of any nature whatsoever except only for applicable restrictions under state and federal securities laws with regard to the transfer of the Warrants and the Shares. (f) Each person in whose name any certificate or certificates for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrants were surrendered in connection with the exercise of the Warrants and payment of the Warrant Price was tendered, irrespective of the date of delivery of the certificate or certificates, except that if the date of surrender and payment is a date when the stock transfer books of the Corporation are closed, a person shall be deemed to have become the holder of the Shares at the close of business on the immediately preceding date on which the stock transfer books are open. (g) For purposes of this Section 3, the Market Price for a specified date shall mean the amount per share of the Common Stock equal to (i) the last reported sale price of the Common Stock on such date or, in case no such sale takes place on such date, the average of the closing bid and asked prices of the Common Stock on such date, in either case as officially reported on the principal national securities exchange on which such Common Stock is then listed or admitted for trading, or (ii) if such Common Stock is not then listed or admitted for trading on any national securities exchange but is designated as a national market system security by the NASD, the last reported trading price of the Common Stock on such date, or (iii) if there shall have been no trading on such date or if the Common Stock is not so designated, the average of the closing bid and asked prices of the Common Stock on such date as shown by the NASD automated quotation system, or (iv) if such Common Stock is not then listed or admitted for trading on any national exchange or quoted in the over-the-counter market, the higher of (x) the book value thereof as determined by any firm of independent public accountants of recognized standing selected by the Board of Directors of the Corporation as of the last day of any month ending within 60 days preceding the date as of which the determination is to be made and (y) the fair value thereof (as of a date which is within 20 days of the date as of which the determination is to be made) determined in good faith by the Board of Directors of the Corporation.

Exercise of Warrants. At any time before June 25(a) During the Exercise Period, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants except as such may be exercised suspended from time to time as set forth in Section 4.3, each Holder may exercise from time to time some or all or any portion of the whole number of shares of Common Stock covered Warrants evidenced by its Warrant Certificate(s) by: (i) surrendering to the Warrants by Company at the holder thereof by surrender principal office of the Warrants, accompanied by a subscription for shares to be purchased Warrant Agent such Warrant Certificate(s) with written notice (in the form attached hereto to this Agreement) duly completed and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as Exhibit B amended, and (ii) paying to the Warrant Agent for the account of the Company the aggregate Exercise Price for the number of Warrant Shares in respect of which such Warrants are exercised. Warrants shall be deemed exercised on the date such Warrant Certificate(s) are surrendered to the Warrant Agent and tender of payment of the aggregate Exercise Price is made. Payment of the aggregate Exercise Price shall be made (1) by a wire transfer of immediately available funds to the Warrant Agent for the account of the Company, (2) by certified or official bank check or checks payable to the order of the Company (any such payments under subsections (1) or (2) shall be made in the amount required for purchase lawful money of the shares United States of America), or (3) by surrender to the Warrant Agent of the right to receive a number of Warrant Shares, calculated to the nearest one one-hundredth of a share, pursuant to the formula below. In the event that a Holder elects to make payment of the aggregate Exercise Price by surrender of the right to receive Warrant Shares as provided in subsection (3) of the preceding sentence, the number of Warrant Shares issuable to which such Holder shall be calculated as follows: Where: X = the number of Warrant Shares to be issued to such Holder upon exercise (subject to Section 9); Y = the total number of Warrant Shares purchasable pursuant to the Warrant being exercised (or, if such Warrant is being exercised only in part, the number of Warrant Shares for which it is being exercised); A = the Trading Price of a share of Common Stock determined as of the date of exercise; and B = the then-current Exercise Price. (b) In the event that less than all of the Warrants evidenced by a Warrant Certificate are exercised, delivered the Holder thereof shall be entitled to receive a new Warrant Certificate or Certificates as specified by such Holder evidencing the remaining Warrant or Warrants, and the Warrant Agent is hereby irrevocably authorized by the Company at its principal office at Commonwealth Biotechnologiesto countersign, Inc.issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to Section 4.2 and Section 3 of this Agreement. The Company, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇whenever requested by the Warrant Agent, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. (c) Upon the exercise of a Warrant any Warrants in whole or in partaccordance with this Agreement, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), shall cause to be issued in the name of and delivered to the Warrant holder Agent, on the Company’s behalf, to issue and deliver with all reasonable dispatch, to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled full Warrant Shares issuable upon the exercise of such Warrants and shall take or cause the Warrant. In the event Warrant Agent to take such holder is entitled other actions as are necessary to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of complete the exercise of the Warrants (including, without limitation, payment of any cash with respect to fractional interests required under Section 9). The certificate or certificates representing such Warrant or Warrants Shares shall be dated deemed to have been issued and any person so designated to be named therein shall be effective deemed to have become a holder of record of such Warrant Shares as of the date of the surrendering Warrants are exercised. (d) Upon delivery of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock Shares issuable upon exercise of all Warrants held by such persona Warrant in accordance herewith and of any required new Warrant Certificates, the Company shall issue direct the Warrant Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a new Warrant manner permitted by applicable laws and satisfactory to the holder of Company in accordance with its written instructions to the Warrant so Agent. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised covering and concurrently pay to the aggregate number Company all amounts received by the Warrant Agent upon exercise of shares such Warrants. (e) The Warrant Agent shall keep copies of Common Stock this Agreement and any notices given or received pursuant to this Agreement available for inspection by the Holders during normal business hours at its office. The Company shall, at its sole expense, supply the Warrant Agent from time to time with such numbers of copies of this Agreement as to which Warrants remain unexercisedthe Warrant Agent may reasonably request.

Exercise of Warrants. At any time before June 25, 2007 at On and after the date hereof and until 5:00 p.m., Richmond, Virginia New York City time, Warrants may be exercised as to on the Expiration Date, each Holder may, on one or more occasions, on any Business Day, in whole or in part: (a) exercise for cash all or any portion some of the whole Warrants held by it; and (b) convert all or some of the Warrants held by it into the number of shares of Common Stock covered for each Stock Unit evidenced by such Warrant which is being so converted, equal to (a) (i) the Warrants product of (x) the number of shares of Common Stock comprising a Stock Unit at the time of such conversion and (y) the Current Market Price per share of Common Stock at the time of such conversion MINUS (ii) the Exercise Price per Stock Unit at the time of such conversion, DIVIDED BY (b) the Current Market Price per share of Common Stock at the time of such conversion, in each case by delivering to the holder thereof by surrender Company, at its office maintained for such purpose pursuant to SECTION 13.03 hereof: (i) a written notice (the "EXERCISE NOTICE") of such Holder's election to exercise such warrant or convert such Warrant, as the case may be, in the form of the WarrantsExercise Form set out at the end thereof (or a reasonable facsimile thereof), accompanied by a subscription for shares which notice shall specify the number of Stock Units to be purchased or converted, as the case may be; and WARRANT AGREEMENT (ii) such Warrant, and, in the form attached hereto as Exhibit B and by case of an exercise of such Warrant, a certified or bank check or checks payable to the order of the Company in an aggregate amount equal to the amount required aggregate Exercise Price for purchase the number of the shares Stock Units as to which the such Warrant is being exercised. Upon receipt thereof, the Company shall, as promptly as practicable and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to such Holder a stock certificate or certificates representing the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon aggregate number of shares of Warrant Stock and Other Securities issuable upon such exercise or conversion and any other property to which such Holder is entitled by virtue of the exercise of any Warrants. If a Holder is subject to the provisions of Regulation Y. such Holder shall not, and shall not permit any of its Bank Holding Company Affiliates to, exercise any Warrant if, after giving effect to such exercise, (i) such Holder and its Bank Holding Company Affiliates would own more than 5` of the total issued and outstanding shares of Common Stock on a fully diluted basis or (ii) such Holder would be deemed under Regulation Y to have the power to exercise, directly or indirectly, a controlling influence over the management or policies of, or would otherwise control, the Company (and for purposes of this clause (ii), a reasoned opinion of counsel to such Holder delivered to such Holder (which is based on facts and circumstances deemed appropriate by such counsel) to the effect that such Holder does not have the power to exercise such a controlling influence or otherwise control the Company shall be conclusive). The stock certificate or certificates for warrant Stock so delivered shall be in whole such denominations as may be specified in the Exercise Notice and shall be registered in the name of such Holder or such name or names as shall be designated in such Exercise Notice. Such stock certificate or certificates shall be deemed to have been issued and such Holder or any other Person so designated to be named therein shall be deemed to have WARRANT AGREEMENT become a holder of record of such shares, including, to the extent permitted by law, the right to vote such shares or to consent or to receive notice as a Shareholder, as of the date on which the last of the Exercise Notice, payment of the Exercise Price and the Warrant to which such exercise relates is received by the Company as aforesaid, and all taxes required to be paid by Holder, if any, pursuant to SECTION 13.04(C) hereof, prior to the issuance of such shares have been paid. If such Warrant shall have been exercised or converted only in part, the Company will within five (5) days thereaftershall, at its expense (including the payment by time of delivery of the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates representing Warrant Stock and other securities, execute and deliver to such Holder a new warrant evidencing the rights of such Holder to purchase (or convert) the unpurchased (or unconverted) Stock Units called for by such Warrant, which new Warrant shall in all other respects be identical with the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the surrendered Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all All shares of Common Stock issuable upon the exercise or conversion of a Warrant shall, upon payment therefor in accordance herewith, be duly and validly issued by the Company, fully paid and nonassessable and free and clear of all Warrants held by Liens. The Company shall not be required to issue a fractional share of Common Stock or Other Securities upon exercise or conversion of any Warrant. As to any fraction of a share of Common Stock or Other Securities which a Holder would otherwise be entitled to purchase upon such personexercise or conversion, the Company shall issue may in lieu of the issuance of a new Warrant fractional share pay a cash adjustment in respect of such final fraction in an amount equal to the holder same fraction of the Warrant so exercised covering the aggregate number of shares Current Market Price per share of Common Stock as to which Warrants remain unexercisedor Other Securities on the date of exercise.

Exercise of Warrants. At (a) Subject to the last paragraph of this Section 1, the Warrants evidenced hereby may be exercised, in whole or in part, by the Holder hereof at any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia or from time to time, Warrants may on or after the date hereof and prior to the Expiration Date upon -------------- (1) The total will be exercised as 50,000 shares split between QIP and SFM Domestic Investments. delivery to all or any portion the Company at the principal executive office of the whole Company in the United States of America, of (A) this Warrant Certificate, (B) a written notice stating that such Holder elects to exercise the Warrants evidenced hereby in accordance with the provisions of this Section 1 and specifying the number of Warrants being exercised and the name or names in which the Holder wishes the certificate or certificates for shares of Common Stock covered by the Warrants by the holder thereof by surrender to be issued and (C) payment of the Exercise Price for such Warrants, accompanied which shall be payable by a subscription for shares to be purchased in any one or any combination of the form attached hereto as Exhibit B and by a following: (i) cash; (ii) certified or official bank check payable to the order of the Company in Company; (iii) by the amount required for purchase surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in return for the delivery to the surrendering Holder of such number of shares as of Common Stock equal to the number of shares of the Common Stock for which the such Warrant is exercisable as of the date of exercise (if the Exercise Price were being exercised, delivered paid in cash or certified or official bank check) reduced by that number of shares of Common Stock equal to the Company at its principal office at Commonwealth Biotechnologiesquotient obtained by dividing (x) the aggregate Exercise Price (assuming no Cashless Exercise) to be paid by (y) the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrant; or (iv) by the delivery of shares of the Common Stock having a value (as defined by the next sentence) equal to the aggregate Exercise Price to be paid, Inc.that are either held by the Holder or are acquired in connection with such exercise, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairmanand without payment of the Exercise Price in cash. Upon Any share of Common Stock delivered as payment for the Exercise Price in connection with an In-Kind Exercise (as defined below) shall be deemed to have a value equal to the Market Price of one Share of Common Stock on the Business Day which immediately precedes the day of exercise of the Warrants. An exercise of a Warrant in whole or accordance with clause (iii) is herein referred to as a "Cashless Exercise" and an exercise of a Warrant in partaccordance with clause (iv) is herein referred to as an "In-Kind Exercise." The documentation and consideration, if any, delivered in accordance with subsections (A), (B) and (C) are collectively referred to herein as the Company will "Warrant Exercise Documentation." (b) As promptly as practicable, and in any event within five (5) days thereafterBusiness Days after receipt of the Warrant Exercise Documentation, at its expense (including the payment by the Company of any applicable issue shall deliver or transfer taxes), cause to be issued delivered (A) certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock specified in the name Warrant Exercise Documentation, (B) if applicable, cash in lieu of any fraction of a share, as hereinafter provided, and delivered to (C) if less than the full number of Warrants evidenced hereby are being exercised or used in a Cashless Exercise, a new Warrant holder a certificate Certificate or certificates Certificates, of like tenor, for the number of fully paid and non-assessable Warrants evidenced by this Warrant Certificate, less the number of Warrants then being exercised and/or used in a Cashless Exercise. Such exercise shall be deemed to have been made at the close of business on the date of delivery of the Warrant Exercise Documentation so that the Person entitled to receive shares of Common Stock to which upon such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to treated for all purposes as having become the record holder of such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable at such time. (c) The Company shall pay all expenses incurred by reason the Company in connection with and taxes and other governmental charges (other than income taxes of the exercise of Holder) that may be imposed in respect of, the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance issue or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all any shares of Common Stock issuable upon the exercise of all the Warrants held by such person, the 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 a new Warrant to 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 so exercised covering evidenced hereby. (d) In connection with the aggregate number exercise of any Warrants evidenced hereby, no fractions of shares of Common Stock as shall be issued, but in lieu thereof the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Market Price for one Share of Common Stock on the Business Day which immediately precedes the day of exercise. If more than one (1) such Warrant shall be exercised by the holder thereof at the same time, the number of full shares of Common Stock issuable on such exercise shall be computed on the basis of the total number of Warrants remain unexercisedso exercised.

Exercise of Warrants. At any time before June 25and from time to time on and after the date of this Agreement, 2007 and expiring at 5:00 p.m., Richmond, Virginia time, on the fifth anniversary of the closing of the initial public offering of Hersha Hospitality Trust (the "Company") and subject to the conditions herein, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock Units covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares Units to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company Partnership in the amount required for purchase of the shares Units as to which the Warrant is Warrants are being exercised, delivered to the Company Partnership at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ChairmanPresident; provided however, that no Warrant holder may exercise Warrants at such time as the Warrant holder does not qualify as an "accredited investor" as that term is defined in Rule 501 under the Securities Act of 1993, as amended. Upon the exercise of a Warrant in whole or in part, the Company Partnership will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock Units to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional shareamount of Units, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock Unit on the date of exercise. Certificates for shares The issuance of Common Stock issuable by reason of the Units upon exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares Units so purchased. In the event a Warrant or Warrants is are exercised as to less than the aggregate amount of all shares of Common Stock Units issuable upon exercise of all Warrants held by such person, the Company Partnership shall issue a new Warrant Warrants to the holder of the Warrant Warrants so exercised covering the aggregate number of shares of Common Stock Units as to which Warrants remain unexercised.

Exercise of Warrants. At any time before June 25, 2007 (a) During the period commencing one year after the Closing Date and ending at 5:00 p.m.p.m. Midland, RichmondTexas time on November 20, Virginia time2006, Warrants may be exercised from time to time as to all or any portion of the whole number of shares of Common Warrant Stock covered by the Warrants by the holder thereof by upon surrender of the WarrantsWarrant(s), accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by cash or by a certified or bank cashier’s check payable to the order of the Company in the amount required for purchase obtained by multiplying the number of the shares of Warrant Stock as to which the Warrant is being exercisedexercised (as so designated by the holder) by the Purchase Price, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇Suite 465, Attention: Chairman. Upon the exercise Midland, Texas 79701, and such holder shall thereupon be entitled to receive pursuant to Section 4 of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for this Agreement the number of fully paid and non-assessable shares of Common Warrant Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant (subject to any adjustments in the number or Warrants shall be dated character thereof required by Sections 6 and shall be effective as 7 of this Agreement) plus all other stock and Other Securities and property (including cash, where applicable) to which such holder is then entitled pursuant to Sections 6 and 7 of this Agreement. (b) Notwithstanding anything to the date contrary contained in this Section 3, any holder may elect to exercise any Warrant in whole or in part by receiving shares of Warrant Stock equal to the surrendering value (determined below) of the Warrant for exercise(or any part hereof), notwithstanding any delays in the actual execution, issuance or delivery upon surrender of the certificates for Warrant (or any part thereof) at the shares office or agency described in Section 3(a) above, together with notice of such election, specifying the part of the Warrant so purchased. In the surrendered, in which event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant and deliver to the holder of the Warrant so exercised covering the aggregate a number of shares of Common Warrant Stock as to which Warrants remain unexercised.determined using the following formula: X = (Y) (A-B) Where

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, (a) The Warrants may be exercised as from time to all time and in full or any portion of the whole number of shares of Common Stock covered in part by the Warrants by the holder Holder thereof by surrender of the Warrants, accompanied by a subscription with the Election to Purchase provided for shares to be purchased in the form attached hereto as Exhibit B and Warrants duly executed by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercisedHolder, delivered to the Company at its principal office offices at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ 4403 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman▇▇ at such other office or agency as the Company may from time to time designate in writing to each Holder, accompanied by payment, in cash or by cashier's check payable to the order of the Company or as provided in Section 4(c), in the amount obtained by multiplying the number of Warrant Shares designated by the Holder in the Election to Purchase by the Exercise Price per share. Exercise of any Warrant will constitute an acknowledgment by the purchasing Holder that it will not dispose of the Warrant Shares acquired upon exercise except in compliance with Section 3(b) hereof and the Securities Act. Upon the any partial exercise of the Warrants, the Company at its expense will forthwith issue and deliver to the purchasing Holder a new Warrant, in the name of the Holder and for the number of Warrant Shares equal to the number of shares called for by the surrendered Warrant (after giving effect to any adjustment therein as provided in Section 6 below) minus the number of such Warrant Shares (after giving effect to such adjustment) purchased by the Holder pursuant to that partial exercise. (b) Holders of Warrants have no rights of share ownership until they exercise their Warrants. On the date of any exercise of any Warrants (except that if, on that date, the stock transfer books of the Company are closed, in which case on the next succeeding date on which such stock transfer books are open), each Holder exercising the Warrants will be deemed to have become, and thereafter will be considered, a holder of record of the shares of Common Stock purchased upon such exercise for all purposes. The Company will, at the time of any exercise of any Warrant, upon the request of the Holder thereof, acknowledge in writing its continuing obligation to afford to that Holder any rights (including without limitation any right to registration of the Warrant Shares issued upon such exercise) to which the Holder continues to be entitled after such exercise in accordance with the provisions of this Agreement; provided that if the Holder of a Warrant fails to make any such request, the failure will not affect the continuing obligation of the Company to afford those rights to the Holder. (c) Notwithstanding anything to the contrary contained in this Section 4, any Holder may elect to exercise any Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment part by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable receiving shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise value (determined below) of the Warrant (or Warrants shall be dated and shall be effective as of the date of the surrendering any part hereof), upon surrender of the Warrant for exercise(or any part thereof) at the office or agency described in Section 4(a) above, notwithstanding any delays in together with notice of such election, specifying the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder part of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.surrendered, in

Exercise of Warrants. At any time before June 251.2.1 Subject to the Company's rights of redemption ("Redemption Rights") set forth in Section V, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants this Warrant Agreement may be exercised as in whole or in part, in the manner provided for in Subsection 1.2(b) hereof, at any time on or after __________________, through ________________, ("Expiration Date"). 1.2.2 The Warrant may be exercised in whole or in part by delivering to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the WarrantsCompany a completed and duly executed Subscription Notice, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by made a check payable to the order part hereof, together with payment in full, in lawful money of the Company in the amount required for purchase United States, of the shares as Exercise Price for each share of Common Stock with respect to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon . 1.2.3 As soon as practicable after the exercise of a Warrant the Warrant, in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), shall cause to be issued in the name of and delivered to the Warrant holder Warrantholder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock purchased pursuant to such exercise. 1.2.4 All shares of Common Stock issued upon the exercise of the Warrant shall be validly issued, fully paid and nonassessable. 1.2.5 The Warrantholder in whose name any such certificate for shares of Common Stock is issued pursuant to the exercise of the Warrant shall for all purposes be deemed to have become the holder of record of such shares at the close of business on the date upon which the Warrant was exercised and payment of the Exercise Price was made irrespective of the date of issue or delivery of such stock certificate(s) except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the opening of business on the next succeeding date on which the stock transfer books are open. 1.2.6 In the event the Warrant is exercised in part only, the Company shall cause to be issued and delivered to the Warrantholder a new Warrant Certificate in the name of the Warrantholder evidencing his right to purchase the number of shares purchasable hereunder as to which Warrants remain unexercisedthe Warrant has not been exercised.

Exercise of Warrants. At any time before June 25, 2007 and from time to time on and after the first anniversary of the date hereof and expiring on the fifth anniversary of the effective date of this Agreement at 5:00 p.m., Richmond, Virginia timeCentral Standard Time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ChairmanPresident. Warrants may also be exercised from time to time, without any payment required for the purchase of the shares as to which the Warrant is being exercised, as to all or any portion of the number of shares of Common Stock covered by the Warrant(s) by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares, pursuant to which the holder thereof will be entitled to receive upon such surrender of the Warrant(s) (and without any further payment) that number of shares of Common Stock equal to the product of the number of shares of Common Stock obtainable upon exercise of the Warrant(s) (or the portion thereof as to which the exercise relates ) multiplied by a fraction: (i) the numerator of which shall be the difference between the then Current Value (as hereinafter defined) of one full share of Common Stock on the date of exercise and the Exercise Price, and (ii) the denominator of which shall be the Current Value of one full share of Common Stock on the date of exercise. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised exercised, as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At This Warrant is exercisable in whole or in part at any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants may and from time to time prior to the Expiration Date. Such exercise shall be exercised effectuated by submitting to the Company (either by delivery to the Company or by facsimile transmission as provided in Section 9 hereof) a completed and duly executed Notice of Exercise (substantially in the form attached to all this Warrant) as provided in this paragraph. The date such Notice of Exercise is faxed or any delivered to the Company shall be the “Exercise Date,” provided that the Holder of this Warrant tenders this Warrant to the Company within five business days thereafter. If the Holder elects to exercise only a portion of his Warrant, the Company shall issue to the Holder a new Warrant representing the remaining unexercised Warrants. (a) The Notice of Exercise shall be executed by the Holder of this Warrant and shall indicate the number of shares then being purchased pursuant to such exercise. Upon surrender of this Warrant, together with 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 within 10 days. (b) The Holder has the option of paying the Exercise Price per share of Common Stock for the shares then being exercised either in cash or by certified or official bank check. In addition, in lieu of exercising this Warrant in the manner specified by the foregoing, the Holder may from time to time convert this Warrant, in whole or in part, into a number of shares of Common Stock covered determined by dividing (a) the Warrants by the holder thereof by surrender aggregate fair market value of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock (as determined by reference to which such holder is entitled the Company’s publicly traded shares of Common Stock) issuable upon exercise of this Warrant minus the Warrant. In the event aggregate Exercise Price of such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason (b) the fair market value of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares one share of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedStock.

Exercise of Warrants. At any time before June 25on or after the earlier of (x) April 5, 2007 at 5:00 p.m.2001, Richmond, Virginia time, Warrants may be exercised as to all or any portion (y) the effectiveness of the Initial Public Offering (as hereinafter defined) and (z) a merger of the Company with or into any other corporation, the conveyance transfer or lease of substantially all of its assets in a single transaction or series of transactions, or a sale, in one or more transactions of more than 50% of the Common Stock of the Company on a fully diluted basis; and prior to the Expiration Date, the holder of this Warrant may exercise the rights evidenced hereby in whole number or in part, by surrender of shares this Warrant, with an election to purchase (a form of which is attached hereto in Exhibit A) attached thereto duly executed, to the Company at its office referred to in Section 5.03 hereof, together with payment of the Exercise Price (payable as set forth below) for each share of Common Stock covered as to which this Warrant is exercised. The Exercise Price shall be payable (a) in cash or by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a certified or official bank check payable to the order of the Company in or by wire transfer of immediately available funds to the amount required for purchase account of the shares as to which the Warrant is being exercisedCompany, delivered (b) by delivery of Warrants to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attentionfor cancellation in accordance with the following formula: Chairman. Upon the in exchange for each share of Common Stock issuable upon exercise of a each Warrant in whole or in partany holder thereof so delivers for cancellation, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant such holder a certificate or certificates for the shall receive such number of fully paid and non-assessable shares of Common Stock to which such holder as is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value product of one full share (i) the number of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held such Warrant at such time multiplied by such person(ii) a fraction, the Company shall issue a new Warrant numerator of which is the Fair Market Value per share of Common Stock at such time minus the Exercise Price per share of Common Stock at such time, and the denominator of which is the Fair Market Value per share of Common Stock at such time, or (c) by cancellation of amounts outstanding (whether in respect of principal or interest) under the Notes in an amount equal to the holder of aggregate Exercise Price for the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedbe purchased on such date upon delivery of such Notes to the Company for cancellation and reissuance in the appropriate lesser principal amounts.

Exercise of Warrants. At any time before June 25, 2007 at On and after the date hereof and until 5:00 p.m., Richmond, Virginia New York City time, Warrants may be exercised as to on the Expiration Date, each Holder may, on one or more occasions, on any Business Day, in whole or in part: (a) exercise for cash all or any portion some of the whole Warrants held by it; and (b) convert all or some of the Warrants held by it into the number of shares of Common Stock covered for each Stock Unit evidenced by such Warrant which is being so converted, equal to (a)(i) the Warrants product of (x) the number of shares of Common Stock comprising a Stock Unit at the time of such conversion and (y) the Current Market Price per share of Common Stock at the time of such conversion minus (ii) the Exercise Price per Stock Unit at the time of such conversion, divided by (b) the holder thereof Current Market Price per share of Common Stock at the time of such conversion, in each case by surrender delivering to the Company, at its office maintained for such purpose pursuant to Section 13.03 hereof: (i) a written notice (the "Exercise Notice") of such Holder's election to exercise such Warrant or convert such Warrant, as the case may be, in the form of the WarrantsExercise Form set out at the end thereof (or a reasonable facsimile thereof), accompanied by a subscription for shares which notice shall specify the number of Stock Units to be purchased or converted, as the case may be; and (ii) such Warrant, Warrant Agreement ----------------- and, in the form attached hereto as Exhibit B and by case of an exercise of such Warrant, a certified or bank check or checks payable to the order of the Company in an aggregate amount equal to the amount required aggregate Exercise Price for purchase the number of the shares Stock Units as to which the such Warrant is being exercised. Upon receipt thereof, the Company shall, as promptly as practicable and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to such Holder a stock certificate or certificates representing the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon aggregate number of shares of Warrant Stock and Other Securities issuable upon such exercise or conversion and any other property to which such Holder is entitled by virtue of the exercise of any Warrants. If a Holder is a BHCA Holder, such Holder shall not, and shall not permit any of its Bank Holding Company Affiliates to, exercise any Warrant if, after giving effect to such exercise, (i) such Holder and its Bank Holding Company Affiliates would own more than 5% of the total issued and outstanding shares of Common Stock on a fully-diluted basis or (ii) such Holder would be deemed under Regulation Y to have the power to exercise, directly or indirectly, a controlling influence over the management or policies of, or would otherwise control, the Company unless such Holder is a financial holding company and exercises such Warrant in whole reliance on, and in compliance with, the merchant banking exemption set forth in Regulation Y. For purposes of clause (ii)of this paragraph, a reasoned opinion of counsel to such Holder delivered to such Holder (which is based on facts and circumstances deemed appropriate by such counsel) to the effect that such Holder does not have the power to exercise such a controlling influence or otherwise control the Company shall be conclusive. The stock certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be registered in the name of such Holder or such name or names as shall be designated in such Exercise Notice. Such stock certificate or certificates shall be deemed to have been issued and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares, including, to the extent permitted by law, the right to vote such shares or to consent or to receive notice as a Shareholder, as of the date on which the last of the Exercise Notice, payment of the Exercise Price and the Warrant to which such exercise relates is received by the Company as aforesaid, and all taxes required to be paid by Holder, if any, pursuant to Section 13.04(c) hereof, prior to the issuance of such shares have been paid. If such Warrant shall have been exercised or converted only in part, the Company will within five (5) days thereaftershall, at its expense (including the payment by time of delivery of the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates representing Warrant Stock and other securities, execute and deliver to such Holder a new Warrant evidencing the rights of such Holder to purchase (or convert) the unpurchased (or unconverted) Stock Units called for by such Warrant, which new Warrant shall in all other respects be identical with the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the surrendered Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all All shares of Common Stock issuable upon the exercise or conversion of a Warrant shall, upon payment therefor in accordance herewith, be duly and validly issued by the Company, fully paid and nonassessable and free and clear of all Warrants held by Liens. The Company shall not be required to issue a fractional share of Common Stock or Other Securities upon exercise or conversion of any Warrant. As to any fraction of a share of Common Stock or Other Securities which a Holder would otherwise be entitled to purchase upon such personexercise or conversion, the Company shall issue may in lieu of the issuance of a new fractional share pay a cash adjustment Warrant Agreement ----------------- in respect of such final fraction in an amount equal to the holder same fraction of the Warrant so exercised covering the aggregate number of shares Current Market Price per share of Common Stock as to which Warrants remain unexercisedor Other Securities on the date of exercise.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, (a) The Warrants may be exercised as to all in whole or any portion in part by presentation and surrender at the office of the whole number Company specified herein of shares of Common Stock covered by (i) this Warrant Certificate with the Warrants by the holder thereof by surrender of the WarrantsElection To Exercise, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B A, duly completed and by a check payable to the order executed, and (ii) payment of the Company in the amount required for purchase of the shares as to which the Warrant is being exercisedExercise Price, delivered to the Company at its principal office at Commonwealth Biotechnologiesby bank draft or cashier's check, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares Warrants being exercised. If the holder of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the this Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding Certificate at any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to time exercises less than all the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personWarrants, the Company shall issue to such holder a new Warrant Certificate identical in form to this Warrant Certificate, but evidencing a number of Warrants equal to the number of Warrants originally represented by this Warrant Certificate less the number of Warrants previously exercised. Likewise, upon the presentation and surrender of this Warrant Certificate at the office of the Company and at the request of the holder, the Company will, at the option of the holder, issue to the holder of the in substitution for this Warrant so exercised covering the Certificate one or more warrant certificates in identical form and for an aggregate number of shares Warrants equal to the number of Common Stock as Warrants evidenced by this Warrant Certificate. (b) To the extent that the Warrants have not been exercised at or prior to which the Expiration Date, such Warrants remain unexercisedshall expire and the rights of the holder shall become void and of no effect.

Exercise of Warrants. At any time before June 25, 2007 at Each Warrant shall be exercisable beginning on the Commencement Date specified in such Warrant and until 5:00 p.m., Richmond, Virginia New York City time, Warrants may be exercised as to on the Expiration Date (the "Exercise Period"). On and after the date hereof, each Holder may, on one or more occasions, on any Business Day, in whole or in part: (a) exercise for cash all or any portion some of the whole Warrants held by it which are exercisable on such date pursuant to their terms; and (b) convert all or some of the Warrants held by it which are exercisable on such date pursuant to their terms into the number of shares of Common Stock covered for each Stock Unit evidenced by such Warrant which is being so converted, equal to (a)(i) the Warrants product of (x) the number of shares of Common Stock comprising a Stock Unit at the time of such conversion and (y) the Current Market Price per share of Common Stock at the time of such conversion minus (ii) the Exercise Price per Stock Unit at the time of such conversion, divided by (b) the holder thereof Current Market Price per share of Common Stock at the time of such conversion, in each case by surrender delivering to the Company, at its office maintained for such purpose pursuant to Section 15.03 hereof: (i) a written notice (the "Exercise Notice") of such Holder's election to exercise such Warrant or convert such Warrant, as the case may be, in the form of the WarrantsExercise Form set out at the end thereof (or a reasonable facsimile thereof), accompanied by a subscription for shares which notice shall specify the number of Stock Units to be purchased or converted, as the case may be, and shall reflect such Holder's agreement to join the Stockholders Agreement as an Additional Stockholder (as that term is defined therein) on the terms specified in the form attached hereto as Exhibit B and by last paragraph of this Section 2.05; and (ii) such Warrant, and, in the case of an exercise of such Warrant, a certified or bank check or checks payable to the order of the Company in an aggregate amount equal to the amount required aggregate Exercise Price for purchase the number of the shares Stock Units as to which the such Warrant is being exercised. Upon receipt thereof, the Company shall, as promptly as practicable and in any event within three Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to such Holder a stock certificate or certificates representing the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon aggregate number of shares of Warrant Stock and Other Securities issuable upon such exercise or conversion and any other property to which such Holder is entitled by virtue of the exercise of any Warrants. 15 -11- The stock certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be registered in the name of such Holder or such name or names as shall be designated in such Exercise Notice. Such stock certificate or certificates shall be deemed to have been issued and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares, including, to the extent permitted by law, the right to vote such shares or to consent or to receive notice as a Stockholder, as of the date on which the last of the Exercise Notice, payment of the Exercise Price and the Warrant in whole to which such exercise relates is received by the Company as aforesaid, and all taxes required to be paid by Holder, if any, pursuant to Section 15.04(c) hereof, prior to the issuance of such shares have been paid. If such Warrant shall have been exercised or converted only in part, the Company will within five (5) days thereaftershall, at its expense (including the payment by time of delivery of the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates representing Warrant Stock and Other Securities, execute and deliver to such Holder a new Warrant evidencing the rights of such Holder to purchase (or convert) the unpurchased (or unconverted) Stock Units called for by such Warrant, which new Warrant shall in all other respects be identical with the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the surrendered Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all All shares of Common Stock issuable upon the exercise or conversion of a Warrant shall, upon payment therefor in accordance herewith, be duly and validly issued by the Company, fully paid and nonassessable and free and clear of all Warrants held by Liens. The Company shall not be required to issue a fractional share of Common Stock or Other Securities upon exercise or conversion of any Warrant. As to any fraction of a share of Common Stock or Other Securities which a Holder would otherwise be entitled to purchase upon such personexercise or conversion, the Company shall may in lieu of the issuance of a fractional share either (i) pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction of the Current Market Price per share of Common Stock or Other Securities on the date of exercise or (ii) issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares rounded up to the next higher whole share. On consummation of Common a Qualified Initial Public Offering, the Warrants shall automatically be converted as provided in paragraph (b) above, except that the Current Market Price shall be deemed to be the price to the public in such offering. If such Price is below $10 per Stock as Unit, the number of Stock Units issued on conversion will be multiplied by a fraction of which the numerator is $10 and the denominator is such price. The Stockholders Agreement shall not be exclusive of rights that the Holders have pursuant to which Warrants remain unexercisedthis Agreement. The Company agrees not to exercise its rights under Section 2.1 of the Stockholders Agreement with respect to transfers of shares by Holders. The Company shall not amend the Stockholders Agreement in any respect that would be adverse to the interests of the Holders.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, (a) The Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Holder, in whole at any time or in part from time to time, at any time up to October 7, 2008 (the "Expiration Date") at 5:00 p.m. New York City time, when such Warrants by shall expire, at an exercise price of $5.00 per share (the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the "Warrant is being exercised, delivered Exercise Price"). The Holder shall deliver to the Company written notice of the Holder's intent to exercise the Warrants at its principal office Nine Entin Road, Parsippany, New Jersey 07054-0430, or at Commonwealth Biotechnologies, Inc., such other ad▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ng to the Holder, Attention: Chairmantogether with this Warrant Agreement and a certified or official bank check payable to the order of the Company for the aggregate purchase price of the Shares so purchased. Upon the exercise of a Warrant in whole or in partthe Warrants as aforesaid, the Company will shall as promptly as practicable, and in any event within five (5) 10 days thereafter, at its expense (including execute and deliver to the payment Holder a certificate or certificates in the name of the Holder for the total number of whole Shares for which the Warrants are being exercised. If the Warrants shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a similar warrant of like tenor and date covering the number of Shares in respect of which the Warrants were not exercised. The Warrants covered by this Warrant Agreement shall lapse and be null and void if not exercised by the Company Holder on or before 5:00 p.m., New York City time, on the Expiration Date. (b) In lieu of exercising this Warrant in the manner set forth in paragraph 1(a) above, this Warrant may be exercised prior to the Expiration Date by surrender of the Warrant without payment of any applicable issue other consideration, commission or transfer taxes)remuneration, cause together with the cashless exercise subscription form at the end hereof, duly executed. The number of Shares to be issued in the name of and delivered to exchange for the Warrant holder a certificate or certificates for shall be the product of (x) the excess of the market price of the Common Stock on the date of surrender of the Warrant and the exercise subscription form over the Warrant Exercise Price and (y) the number of fully paid and non-assessable shares of Common Stock subject to which such holder is entitled issuance upon exercise of the Warrant, divided by the market price of the Common Stock on such date. In Upon such exercise and surrender of this Warrant, the event such holder is Company will (i) issue a certificate or certificates in the name of the Holder for the number of whole shares of the Common Stock to which the Holder shall be entitled, rounded down to the nearest whole number of Shares so that no fractional Shares shall be issued, and (ii) deliver the other securities and properties receivable upon the exercise of this Warrant, pursuant to the provisions of this Warrant. If the Warrants shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a fractional share, similar warrant of like tenor and date covering the number of Shares in lieu thereof such holder respect of which the Warrants were not exercised. (c) The market price of Common Stock shall be paid mean the price of a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason relevant date, determined on the basis of the exercise last reported sale price of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to reported on the American Stock Exchange ("AMEX"), or, if there is no such reported sale on the day in question, on the basis of the average of the closing bid and asked quotations as so reported, or, if the Common Stock is not listed on AMEX, the last reported sale price of the Common Stock on such other national securities exchange or market upon which Warrants remain unexercisedthe Common Stock is listed, or, if the Common Stock is not listed on any national securities exchange, on the basis of the average of the closing bid and asked quotations on the day in question in the over-the-counter market as reported by the National Association of Securities Dealers' Automated Quotations System, or, if not so quoted, as reported by National Quotation Bureau, Incorporated or a similar organization.

Exercise of Warrants. At any time before June 25Subject to the terms of this Agreement, 2007 at each Warrant holder shall have the right, which may be exercised until 5:00 p.m., RichmondNew York City time on April 11, Virginia 2005 (the "Expiration Date"), to receive from the Company the number of fully paid and nonassessable Warrant Shares that the holder may at the time be entitled to receive in accordance herewith upon the exercise of such Warrant and payment of the Exercise Price. Each Warrant not exercised prior to 5:00 p.m., New York City time, Warrants on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. A Warrant may be exercised as upon surrender to all or any portion the Company at its office designated for such purpose (the address of which is set forth in Section 9.2 ----------- hereof) of the whole certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and upon payment to the Company of the Exercise Price as adjusted as herein provided, for the number of shares Warrant Shares in respect of Common Stock covered by the which such Warrants by the holder thereof by surrender are then exercised. Payment of the Warrants, accompanied aggregate Exercise Price shall be made (i) in cash or by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a certified or official bank check payable to the order of the Company in Company, (ii) through the amount required for purchase surrender of preferred equity securities or indebtedness of the shares Company having a liquidation preference or principal amount, as to which the Warrant is being exercisedcase may be, delivered equal to the aggregate Exercise Price to be paid (the Company will pay the accrued interest or dividends on such surrendered debt or preferred equity securities in cash at its principal office at Commonwealth Biotechnologiesthe time of surrender notwithstanding the stated terms thereof), Inc.(iii) by tendering Warrants having a fair market value equal to the Exercise Price or (iv) with any combination of (i), ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇(ii) or (iii). For purpose of clause (iii) above, ▇▇▇▇▇▇▇▇the fair market value of the Warrants shall be determined as follows: (A) to the extent the Common Stock is publicly traded and listed on the Nasdaq National Securities Market or a national securities exchange, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇the fair market value shall be equal to the difference between (1) the Quoted Price of the Common Stock on the date of exercise and (2) the Exercise Price; or (B) to the extent the Common Stock is not publicly traded, Attention: Chairmanor otherwise is not listed on a national securities exchange, the fair market value shall be equal to the value per Warrant as determined in good faith by the Board of Directors of the Company pursuant to Section 6.16. Upon ------------ Subject to the exercise provisions of a Warrant in whole or in partArticle IV hereof, upon such surrender of ---------- Warrants and payment of the Exercise Price, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable shall issue or transfer taxes), and cause to be issued delivered with all reasonable dispatch to or upon the written order of the holder and in the such name of and delivered to or names as the Warrant holder may designate, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled full Warrant Shares issuable upon the exercise of the Warrant. In the event such holder Warrants together with cash as provided in Article VII; ----------- provided, however, that if any consolidation, merger or lease or sale of assets is entitled proposed to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied effected by the Current Value of one full share of Common Stock on the date of exercise. Certificates Company as described in Section 6.15 hereof, ------------ or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than two Business Days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable by reason of upon the exercise of such Warrants in the Warrant manner described in this sentence together with cash as provided in Article VII. ----------- Such certificate or Warrants certificates shall be dated deemed to have been issued and any person so designated to be named therein shall be effective deemed to have become a holder of record of such Warrant Shares as of the date of the surrendering surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or, from time to time, in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant for exercise, notwithstanding Shares issuable on such exercise at any delays in time prior to the actual execution, issuance or delivery date of expiration of the certificates for Warrants, a new certificate evidencing the shares so purchased. In the event a remaining Warrant or Warrants is exercised as will be issued and delivered pursuant to less than the aggregate amount provisions of all shares this Section and of Common Stock issuable Section 1.2 hereof. ----------- All Warrant Certificates surrendered upon exercise of all Warrants held shall be cancelled and disposed of by such person, the Company. The Company shall issue a new Warrant to keep copies of this Agreement and any notices given or received hereunder available for inspection by the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedholders during normal business hours at its office.

Exercise of Warrants. At any time before June 25, 2007 and from time to time on and after the first anniversary of the effective date of the Company's initial public offering and expiring on the fifth anniversary of the effective date of the Company's initial public offering of the Common Stock at 5:00 p.m., RichmondSarasota, Virginia Florida time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇Parkway, Bldg. #2C, Denver, Colorado 80112, Attention: ChairmanPresident, or any substitute address where notice is to be given in accordance with Section 12. Warrants may also be exercised from time to time, without any payment required for the purchase of the shares as to which the Warrant is being exercised, as to all or any portion of the number of shares of Common Stock covered by the Warrant(s) by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares in the form attached as Exhibit C, pursuant to which the holder thereof will be entitled to receive upon such surrender of the Warrant(s) (and without any further payment) that number of shares of Common Stock equal to the product of the number of shares of Common Stock obtainable upon exercise of the Warrant(s) (or the portion thereof as to which the exercise relates) multiplied by a fraction: (i) the numerator of which shall be the difference between the then Current Value (as defined in this Section 5 and Section 7(d)) of one full share of Common Stock on the date of exercise and the Exercise Price, and (ii) the denominator of which shall be the Current Value of one full share of Common Stock on the date of exercise. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, (a) The Warrants may be exercised as exercised, in whole or in part, on or after February 15, 2001 and on or prior to all the Expiration Time by surrendering this Warrant Certificate, with the purchase form provided for herein duly executed by the Warrantholder or any portion by the Warrantholder's duly authorized attorney-in-fact, at the principal office of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the WarrantsCompany, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercisedpresently located at Glenpointe Centre East, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., 300 Frank W. Burr Bo▇▇▇ ▇▇▇▇ ▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman▇▇ ▇▇ ▇▇▇▇ ▇▇▇er 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 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 payable in respect of the Warrants being exercised. Upon If fewer than all of the Warrants are exercised, the Company shall, upon each exercise prior to the Expiration Time, execute and deliver to the Warrantholder a new Warrant Certificate (dated as of a Warrant 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 Company will within five attached exercise purchase form provided herein such intention and the maximum number (5the "Maximum Number") days thereafterof shares of Common Stock the Warrantholder desires to purchase (and lose the right to purchase) in consideration of cancellation of Warrants in payment for such exercise. The number of shares of Common Stock the Warrantholder shall receive upon such exercise shall equal the difference between the Maximum Number and the quotient that is obtained when the product of the Maximum Number and the then current Exercise Price is divided by the then current Market Price per share (as hereinafter defined). (c) On the date of exercise of the Warrants, the Warrantholder exercising same shall be deemed to have become the holder of record for all purposes of the Warrant Shares 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 the Company it of any applicable issue or transfer taxes), will cause to be issued in the name of and delivered to the Warrant holder Warrantholder a certificate or certificates for evidencing the number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock nonassessable Warrant Shares to which such holder is 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 Warrant. In the event such holder is entitled to a fractional shareWarrants but, in lieu thereof such holder shall be paid a cash amount equal to such fractionthereof, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exerciseCompany shall, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personthe Warrants, the Company shall issue a new round up any fractional Warrant Share to the holder of the Warrant so exercised covering the aggregate number of shares nearest whole share of Common Stock as to which Warrants remain unexercisedStock.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants This Warrant may be exercised exercised: (i) as to all or any portion of the whole number of Sixty Two Thousand Five Hundred (62,500) shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable prior to the order of Expiration Date but only from and after the Company in the amount required for purchase of the shares as to date on which the Warrant is being exercisedUnited States Food and Drug Administration, delivered to or an equivalent agency in a foreign country or organization of foreign countries (the Company at its principal office at Commonwealth Biotechnologies"FDA"), Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five has approved an Investigational New Drug application (5"IND") days thereafter, at its expense (including the payment submitted by the Company and based on technology which is the subject of any applicable issue or transfer taxesthat certain License Agreement dated of even date herewith between the Company and Holder (the "Technology"), cause to be issued in the name of and delivered (ii) as to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable remaining Sixty Two Thousand Five Hundred (62,500) shares of Common Stock prior to the Expiration Date but only from and after the date on which such holder is entitled upon exercise the the FDA has approved a New Drug Application submitted by the Company with respect to the Technology. This Warrant shall be exercisable, at the election of the Warrant. In Holder, either in full or from time to time in part and, in the event such holder that this Warrant is entitled to a fractional share, exercised in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value respect of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise fewer than all of the Warrant or Warrants shall be dated and shall be effective as of Shares issuable on such exercise at any time prior to the date of Expiration Date, a new certificate evidencing the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a remaining Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personwill be issued, and the Company shall issue a is hereby irrevocably authorized to countersign and to deliver the required new Warrant pursuant to the holder provisions of this Warrant. This Warrant, when surrendered upon its exercise, shall be canceled by the Company and shall then be disposed of in a manner satisfactory to the Company. The certificate(s) representing the Warrant so exercised covering Shares shall bear a restrictive legend substantially in the aggregate number of shares of Common Stock as to which Warrants remain unexercisedform set forth in Exhibit B attached hereto.

Exercise of Warrants. At any time before June 25and from time to time on and after _______________, 2007 1999 and expiring on ______________, 2003 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock Shares covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ChairmanChief Executive Officer. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock Shares to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock Share on the date of exercise. Certificates for shares of Common Stock Shares issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock Shares issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock Shares as to which Warrants remain unexercised.. For purposes of this section, Current Value is defined (i) in the case for which a public market exists for the Common Shares at the time of such exercise, at a price per share equal to (A) the average of the means between the closing bid and asked prices of the Common Shares in the over-the-counter market for 20 consecutive business days commencing 30 business days before the date of such notice, (B) if the Common Shares are quoted on Nasdaq, at the average of the means of the daily closing bid and asked prices of the Common Shares for 20 consecutive business days commencing 30 business days before the date of such notice, or (C) if the Common Shares are listed on any national securities exchange or the Nasdaq National Market, at the average of the daily closing prices of the Common Shares for 20 consecutive business days

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as (a) In the event that Sudd▇▇▇ ▇▇▇cts to exercise all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., Sudd▇▇▇ ▇▇▇ll give written notice of exercise to the Company at any time during the Exercise Period (the "Exercise Notice"). Exercise may be made of all or any part of the Warrants. If less than all of the Warrants are exercised, the Company will, upon the closing of such exercise, execute and deliver to Sudd▇▇▇ ▇▇ amended form of this Agreement (dated the date hereof) evidencing the Warrants not so exercised. (b) The closing of the purchase and sale of shares of Common Stock pursuant to an exercise of one or more Warrants (the "Closing") shall occur at the offices of Wall▇▇ ▇▇▇s▇▇▇ ▇▇▇▇▇▇ & ▇avi▇, ▇ Professional Limited Liability Company, 511 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ at such time and on such date as shall be specified by Sudd▇▇▇ ▇▇ the Exercise Notice (but in no event earlier than two or later than ten business days after delivery of the Exercise Notice). At the Closing (i) Sudd▇▇▇ ▇▇▇ll surrender the original copy of this Agreement and pay to the Company the applicable exercise price in respect of the Warrants being exercised, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, and (ii) the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause deliver to be issued in the name of and delivered to the Warrant holder a Sudd▇▇▇ ▇ ▇tock certificate or stock certificates for representing the number of fully paid and non-assessable shares of Common Stock being purchased pursuant to which such holder is entitled the exercise of the Warrant, accompanied by duly executed stock powers or assignments. (c) Upon exercise of the Warrants, Sudd▇▇▇ ▇▇▇l have no obligation to make any capital contribution to the Company other than the exercise price payable upon exercise as set forth in Section 1 hereof. The Company will pay all transfer or stamp taxes, if any, in respect of the issuance of Common Stock upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisedWarrants.

Exercise of Warrants. At any time before and from time to time on and after June 25, 2007 1998 and expiring on June 25, 2002 at 5:00 p.m., Richmond, Virginia time, Warrants may be exercised as to all or any portion of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon the exercise of a Warrant in whole or in part, the Company will within five (5) days thereafter, at its expense (including the payment by the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such person, the Company shall issue a new Warrant to the holder of the Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercised.

Exercise of Warrants. At any time before June 25, 2007 at 5:00 p.m., Richmond, Virginia time, (a) The Warrants may be exercised as exercised, in whole or in part, on or prior to all the Expiration Time by surrendering this Warrant Certificate, with the purchase form provided for herein duly executed by the Warrantholder or any portion by the Warrantholder's duly authorized attorney-in-fact, at the principal office of the whole number of shares of Common Stock covered by the Warrants by the holder thereof by surrender of the WarrantsCompany, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable to the order of the Company in the amount required for purchase of the shares as to which the Warrant is being exercised, delivered to the Company presently located at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ or at such other office or agency in the United States as the Company may designate by notice in writing to the Warrantholder (in either event, Attentionthe "Company Offices"), accompanied by 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 payable in respect of the Warrants being exercised. Alternatively, payment of the Exercise Price may be made by cashless exercise method, as set forth in subparagraph 1(b) below. If fewer than all of the Warrants are exercised, the Company 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) The Warrantholder may also exercise the Warrants by paying the Exercise Price by converting all or any portion of the unexercised Warrants hereunder into the number of shares of Common Stock determined in accordance with the formula set forth below (the "Cashless Exercise") by delivering an Exercise Form substantially in the form as appended hereto to the Company by hand delivery, by U.S. Express Mail or Federal Express or other recognized national delivery service, or by certified or registered mail, return receipt requested, addressed to its principal office and accompanied by this Warrant Certificate: ChairmanX = Y(A-B) ----------- A Where: X = the number of the shares of Common Stock to be issued to the Warrantholder upon exercise pursuant to this Section 1(b). Upon Y = the number of shares of Common Stock represented by the Warrants so exercised. A = the Market Price (as defined in Paragraph 3(d) below) of one share of Common Stock on the trading date immediately preceding the Company's receipt of the Exercise Form. B = the Purchase Price. (c) On the date of exercise of the Warrants, the Warrantholder exercising same shall be deemed to have become the holder of record for all purposes of the Warrant Shares to which the exercise relates. (d) As soon as practicable, but not in excess of ten days, after the exercise of a all or part of the Warrants evidenced by this Warrant in whole or in partCertificate, the Company will within five (5) days thereafterCompany, at its expense (including the payment by the Company it of any applicable issue or transfer taxes), will cause to be issued in the name of and delivered to the Warrant holder Warrantholder a certificate or certificates for evidencing the number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock Warrant Shares to which such holder is the Warrantholder shall be entitled upon exercise of the Warrantsuch exercise. In the event such holder is entitled to that only a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason portion of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all shares of Common Stock issuable upon exercise of all Warrants held by such personhave been exercised, the Company shall issue a new replacement Warrant Certificate for the remaining Warrant Shares such that the number of Warrant Shares remaining shall be equal to 2% of the issued Common Stock, on a fully diluted basis less the number of Warrant Shares (as adjusted in Paragraph 3) exercised, and the Purchase Price shall be the purchase price per share as adjusted in Paragraph 3 below. (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 all the Warrants, round up any fractional Warrant Share to the holder of the Warrant so exercised covering the aggregate number of shares nearest whole share of Common Stock as to which Warrants remain unexercisedStock.

Exercise of Warrants. At any time before June 25, 2007 at On and after the date hereof and until 5:00 p.m., Richmond, Virginia New York City time, Warrants may be exercised as to on the Expiration Date, each Holder may, on one or more occasions, on any Business Day, in whole or in part: (a) exercise for cash all or any portion some of the whole Warrants held by it; and (b) convert all or some of the Warrants held by it into the number of shares of Common Stock covered for each Stock Unit evidenced by such Warrant which is being so converted, equal to (a)(i) the Warrants product of (x) the number of shares of Common Stock comprising a Stock Unit at the time of such conversion and (y) the Current Market Price per share of Common Stock at the time of such conversion minus (ii) the Exercise Price per Stock Unit at the time of such conversion, divided by (b) the holder thereof Current Market Price per share of Common Stock at the time of such conversion, in each case by surrender delivering to the Company, at its office maintained for such purpose pursuant to Section 13.03 hereof: (i) a written notice (the "EXERCISE NOTICE") of such Holder's election to exercise such Warrant or convert such Warrant, as the case may be, in the form of the WarrantsExercise Form set out at the end thereof (or a reasonable facsimile thereof), accompanied by a subscription for shares which notice shall specify the number of Stock Units to be purchased or converted, as the case may be; and (ii) such Warrant, Warrant Agreement ----------------- and, in the form attached hereto as Exhibit B and by case of an exercise of such Warrant, a certified or bank check or checks payable to the order of the Company in an aggregate amount equal to the amount required aggregate Exercise Price for purchase the number of the shares Stock Units as to which the such Warrant is being exercised. Upon receipt thereof, the Company shall, as promptly as practicable and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to such Holder a stock certificate or certificates representing the Company at its principal office at Commonwealth Biotechnologies, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairman. Upon aggregate number of shares of Warrant Stock and Other Securities issuable upon such exercise or conversion and any other property to which such Holder is entitled by virtue of the exercise of any Warrants. If a Holder is a BHCA Holder, such Holder shall not, and shall not permit any of its Bank Holding Company Affiliates to, exercise any Warrant if, after giving effect to such exercise, (i) such Holder and its Bank Holding Company Affiliates would own more than 5% of the total issued and outstanding shares of Common Stock on a fully-diluted basis or (ii) such Holder would be deemed under Regulation Y to have the power to exercise, directly or indirectly, a controlling influence over the management or policies of, or would otherwise control, the Company unless such Holder is a financial holding company and exercises such Warrant in whole reliance on, and in compliance with, the merchant banking exemption set forth in Regulation Y. For purposes of clause (ii)of this paragraph, a reasoned opinion of counsel to such Holder delivered to such Holder (which is based on facts and circumstances deemed appropriate by such counsel) to the effect that such Holder does not have the power to exercise such a controlling influence or otherwise control the Company shall be conclusive. The stock certificate or certificates for Warrant Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be registered in the name of such Holder or such name or names as shall be designated in such Exercise Notice. Such stock certificate or certificates shall be deemed to have been issued and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares, including, to the extent permitted by law, the right to vote such shares or to consent or to receive notice as a Shareholder, as of the date on which the last of the Exercise Notice, payment of the Exercise Price and the Warrant to which such exercise relates is received by the Company as aforesaid, and all taxes required to be paid by Holder, if any, pursuant to Section 13.04(c) hereof, prior to the issuance of such shares have been paid. If such Warrant shall have been exercised or converted only in part, the Company will within five (5) days thereaftershall, at its expense (including the payment by time of delivery of the Company of any applicable issue or transfer taxes), cause to be issued in the name of and delivered to the Warrant holder a certificate or certificates representing Warrant Stock and other securities, execute and deliver to such Holder a new Warrant evidencing the rights of such Holder to purchase (or convert) the unpurchased (or unconverted) Stock Units called for by such Warrant, which new Warrant shall in all other respects be identical with the number of fully paid and non-assessable shares of Common Stock to which such holder is entitled upon exercise of the surrendered Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied by the Current Value of one full share of Common Stock on the date of exercise. Certificates for shares of Common Stock issuable by reason of the exercise of the Warrant or Warrants shall be dated and shall be effective as of the date of the surrendering of the Warrant for exercise, notwithstanding any delays in the actual execution, issuance or delivery of the certificates for the shares so purchased. In the event a Warrant or Warrants is exercised as to less than the aggregate amount of all All shares of Common Stock issuable upon the exercise or conversion of a Warrant shall, upon payment therefor in accordance herewith, be duly and validly issued by the Company, fully paid and nonassessable and free and clear of all Warrants held by Liens. The Company shall not be required to issue a fractional share of Common Stock or Other Securities upon exercise or conversion of any Warrant. As to any fraction of a share of Common Stock or Other Securities which a Holder would otherwise be entitled to purchase upon such personexercise or conversion, the Company shall issue may in lieu of the issuance of a new fractional share pay a cash adjustment Warrant Agreement ----------------- in respect of such final fraction in an amount equal to the holder same fraction of the Warrant so exercised covering the aggregate number of shares Current Market Price per share of Common Stock as to which Warrants remain unexercisedor Other Securities on the date of exercise.

Exercise of Warrants. At Subject to the terms hereof, this Warrant may be exercised or exchanged in whole or in part, at any time before June 25or from time to time, 2007 on any business day commencing at the opening of business on January 1, 2006 and until 5:00 p.m., RichmondNew York City time on January __, Virginia 2009 (the "EXPIRATION DATE"). This Warrant represents the right to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at any time be entitled to receive upon exercise or exchange of this Warrant and payment of the Exercise Price for the Warrant Shares. This Warrant if not exercised or exchanged prior to 5:00 p.m., New York City time, Warrants on the Expiration Date shall become void and all rights hereunder shall cease as of such time. This Warrant may be exercised or exchanged upon surrender to the Company at its office designated for such purpose (the address of which is set forth in Section 9 hereof) of this Warrant with the form of election to purchase attached hereto as Exhibit A duly filled in and signed and upon payment to all or any portion the Company of the whole Exercise Price which is set forth in Section 2 (as adjusted as herein provided) for the number of Warrant Shares in respect of which this Warrant is then exercised or exchanged. The Exercise Price shall be payable, at the option of the Holder, either (i) by wire transfer of immediately available funds to an account designated by the Company or by certified or official bank check to the order of the Company (by "EXERCISE") or (ii) by acceptance of a reduced number of shares of Common Stock covered in accordance with the further provisions of this paragraph (by the Warrants by the holder thereof by surrender "EXCHANGE"). If Holder elects to acquire shares of the Warrants, accompanied by a subscription for shares to be purchased in the form attached hereto as Exhibit B and by a check payable Common Stock pursuant to the order of cashless exchange procedure set forth in this clause (ii), the Holder shall receive from the Company in upon exchange of this Warrant the amount required for purchase number of shares of Common Stock determined by multiplying (A) the number of shares as of Common Stock with respect to which the this Warrant is being exercisedexchanged at such time by (B) a fraction, delivered to (1) the numerator of which shall be the difference between (x) the Current Market Price per share of Common Stock at such time and (y) the Exercise Price per share of Common Stock, and (2) the denominator of which shall be the Current Market Price per share of Common Stock at such time. The Company at its principal office at Commonwealth Biotechnologiesshall issue a new Warrant for the portion, Inc.if any, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇of this Warrant not being exercised or exchanged, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chairmanas provided in the next paragraph. Upon the exercise of a If this Warrant in whole shall have been exercised or exchanged only in part, the Company will within five (5) days thereaftershall, at its expense (including the time of delivery of the certificate or certificates or other evidence of ownership of Common Stock, execute and deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. Subject to the provisions of Section 4 hereof, upon surrender of this Warrant and payment by of the Exercise Price, the Company of any applicable shall issue or transfer taxes), and cause to be issued delivered with all reasonable dispatch (and in any event within five business days after such receipt) to or upon the written order of the Holder and in such name of and delivered to or names as the Warrant holder Holder may designate, a certificate or certificates for the number of fully paid and non-assessable shares full Warrant Shares issuable upon the exercise or exchange of Common Stock this Warrant together with cash as provided in Section 6 or Section 7; provided, however, that if any consolidation, merger or lease or sale of assets is proposed to which such holder is entitled upon exercise of the Warrant. In the event such holder is entitled to a fractional share, in lieu thereof such holder shall be paid a cash amount equal to such fraction, multiplied effected by the Current Value Company as described in subsection (i) of one full share of Common Stock on the date of exercise. Certificates Section 6 hereof, or a tender offer or an exchange offer for shares of Common Stock issuable by reason of the exercise Company shall be made, upon surrender of this Warrant and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise or Warrants exchange of this Warrant in the manner described in this sentence together with cash, if any, as provided in Section 6. Such certificate or certificates shall be dated deemed to have been issued and any person so designated to be named therein shall be effective deemed to have become a holder of record of such Warrant Shares as of the date of the surrendering surrender of this Warrant and payment of the Warrant Exercise Price. Prior to the exercise or exchange of this Warrant, except as may be specifically provided for exerciseherein, notwithstanding any delays in (i) the actual executionHolder, issuance or delivery by reason of the certificates for ownership or possession of this Warrant, shall not be entitled to any of the shares so purchased. In the event rights of a Warrant or Warrants is exercised as to less than the aggregate amount of all shares holder of Common Stock issuable upon exercise of all Warrants held by such personthe Company, including, without limitation, the Company right to vote at or to receive any notice of any meetings of stockholders; (ii) the consent of the Holder, by reason of the ownership or possession of this Warrant, shall issue a new Warrant not be required with respect to any action or proceeding of the Company; (iii) the Holder, by reason of the ownership or possession of this Warrant, shall not have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the holder stockholders of the Company prior to, or for which the relevant record date preceded, the date of the exercise or exchange of this Warrant; and (iv) the Holder shall not have any right relating to its ownership or possession of this Warrant so exercised covering the aggregate number of shares of Common Stock as to which Warrants remain unexercisednot expressly conferred by this Warrant.