Common use of Exercise Clause in Contracts

Exercise. Subject to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercise.

Exercise. Subject to this Agreement and This Warrant may be exercised in whole or in part at any time during the PlanExercise Period, unless by delivery of the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” following to the Company at its address set forth above (or its designee on a at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Optionattached as Annex A hereto; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by (b) payment of the Exercise Price (i) in full through onecash or immediately available funds, (ii) by cancellation of indebtedness, or (iii) pursuant to Section 2.2 hereof; and (c) this Warrant. Upon the exercise of this Warrant, a combinationcertificate or certificates for the Exercise Shares so purchased, registered in the name of the following Holder or such other Person as may be designated by the Holder (to the extent such transfer is not validly restricted and upon payment methodsof any transfer taxes that are required to be paid by the Holder pursuant hereto), which method(s) shall be indicated issued and delivered by the Company to the Holder or such other Person as soon as practicable (and in any event within five Business Days) after this Warrant shall have been exercised. If this Warrant shall not have been exercised in full, a new Warrant exercisable for the Notice number of Exercise: i. cashier's Exercise Shares remaining shall be executed by the Company and delivered to the Holder or certified check such other Person at the same time as the certificate or certificates representing the Exercise Shares purchased are delivered. Such new Warrant shall in all other respects be identical to this Warrant. The Person in whose name any certificate or certificates for the amount Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price payable to the order was made, irrespective of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of such certificate or certificates, 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 close of business on the next succeeding date on which the stock transfer books are open (A) whether before or after the duly executed Notice of Exercise and (B) the shares tendered for payment end of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercisePeriod). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercise.

Exercise. Subject to Section 2.3 hereof, this Agreement Warrant may be exercised by the Holder in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) an executed Notice of Exercise in the form attached hereto as Annex A; (b) the Exercise Price (i) in cash or by check, or (ii) pursuant to Section 2.2 hereof, or (iii) any combination of (i) or (ii) above; (c) this Warrant; and (d) the requisite number of shares of Class A Preferred Stock, as set forth in Section 2.3 hereof. Upon the exercise of this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or such other Person as may be designated by the Holder (to the extent such transfer is not restricted and upon payment of any transfer taxes that are required to be paid by the PlanHolder in connection with any such transfer), unless shall be issued and delivered to the Administrator determines otherwise, you may exercise Holder or such other Person as promptly as practicable (and in any event within five (5) Business Days) after receipt of the Option only by a written “Notice of Exercise” to . If this Warrant shall not have been exercised in full, a new Warrant exercisable for the Company or its designee on a form specified number of Exercise Shares remaining shall be executed by the Company and delivered at the same time as the certificate (or certificates) for the Exercise Shares that are being issued. The Person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option on which this Warrant was surrendered and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through onewas made, or a combination, irrespective of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of such certificate or certificates, 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 close of business on the next succeeding date on which the stock transfer books are open (A) whether before or after the duly executed Notice of Exercise and (B) the shares tendered for payment end of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercisePeriod). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercise.

Exercise. Subject Prior to the later of the second anniversary of the date hereof (the "Expiration Date"), this Agreement Warrant may be exercised by the Holder, as to all or less than all of the shares of Common Stock covered hereby, by surrender of this Warrant at the Company's principal office (for all purposes of this Warrant, 154 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ such other address as the Company may advise the registered Holder hereof by notice given by certified or registered mail) with the form of election to subscribe attached hereto as Exhibit A duly executed and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice upon tender of Exercise” payment to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price for shares so purchased in full through onecash or by check. Upon the date of such receipt by the Company (herein called the "Exercise Date"), or a combination, of the following payment methods, which method(s) this Warrant shall be indicated in deemed to have been exercised and the Notice person exercising the same shall become a holder of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company record of shares of Common Stock with a Fair Market Value on the date of exercise equal to all (or part of the Exercise Price other securities or property to which he or it is entitled upon such exercise) purchased hereunder for all purposes, and certificates for such shares so purchased shall be delivered to the Holder or its transferee within a reasonable time (with any balance paid by cash or check ornot exceeding 10 days) after this Warrant shall have been exercised as set forth hereinabove. In the event that this Warrant is exercised in part, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), Company will execute and deliver a new Warrant of like tenor exerciseable for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless for which this Warrant may then be exercised. If this Warrant is not exercised on or prior to the Administrator determines otherwiseExpiration Date, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise this Warrant shall become void and all rights of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise Holder hereunder shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisecease.

Exercise. Subject to the provisions of this Agreement and the PlanAgreement, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” upon surrender to the Company or at its designee on principal office of a Warrant Certificate with the Election to Purchase substantially in the form specified by attached as Annex II to such Warrant Certificate duly executed, together with payment in accordance with the last sentence of this Section 4(b) of the applicable Exercise Price then in effect (the date of such surrender, the “Exercise Date”), the Company on shall issue and deliver promptly to the registered holder of such Warrant Certificate, a certificate or before certificates for the Warrant Shares or other securities or property to which the registered holder is entitled, registered in the name of such registered holder or, upon the written order of such registered holder, in such name or names as such registered holder may designate. Any certificate or certificates representing Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the holder of record of the Warrant Shares as of the date of the Option expiressurrender of such Warrant Certificate (together with such duly executed Form of Election to Purchase) and payment of the Exercise Price. Unless Payment of the Administrator determines otherwiseapplicable Exercise Price with respect to an exercise of Warrants pursuant to this Section 4(b) shall be made, each such Notice must: a. state your election to exercise at the Option and holder’s option, (x) in cash or (y) without the payment of cash, by reducing the number of Shares with respect shares of Class C Common Stock obtainable upon the exercise of such Warrants (an exercise as provided under this clause (y), a “Cashless Exercise”) so as to which you are exercising yield a number of shares of Class C Common Stock issued upon the Option; b. be signed by you or, exercise of such Warrants equal to the product of (A) the number of shares of Class C Common Stock that would have been issued if you have died or become disabled, by the party entitled to exercise Warrants being exercised had been exercised upon the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by full payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) a fraction, the shares tendered for payment numerator of which is the excess of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership current market price per share of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of applicable Exercise Date (determined in accordance with Section 7(f)) over the Exercise Price (rounded down, with any balance paid by cash or check or, unless as of such Exercise Date and the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date denominator of exercise). For purposes hereof, which is the date of exercise shall be the date of delivery current market price per share of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total as of such Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseDate (determined in accordance with Section 7(f)).

Exercise. Subject to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's ’s or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's ’s tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the later of the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercise.

Exercise. Subject The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to this Agreement and time, prior to the Planexpiration of the term set forth in Section 2 above, unless by tendering to the Administrator determines otherwise, you may Company at its principal office a notice of exercise in the Option only by a written form attached hereto as Exhibit I (the “Notice of Exercise” to the Company or its designee on a form specified by the Company on or before the date the Option expires”), duly completed and executed. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment Promptly upon receipt of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless purchase price in accordance with the Administrator determines otherwiseterms set forth below, attestation of ownership of Common Stock and issuance of in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a net certificate for the number of shares upon Option exercise; or v. unless of Preferred Stock purchased and shall execute the Administrator determines otherwise, by acknowledgment of exercise in the Company withholding from form attached hereto as Exhibit II (the shares “Acknowledgment of Common Stock otherwise issuable to you upon Exercise”) indicating the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal which remain subject to all or part of the future purchases, if any. The Exercise Price may be paid at the Warrantholder’s election either (rounded down, with any balance paid i) by cash or check orcheck, unless or (ii) by surrender of Warrants (“Net Issuance”) as determined below. If the Administrator determines otherwiseWarrantholder elects the Net Issuance method, deducted from salary or other amounts payable the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) A Where: X = the number of shares of Preferred Stock to you on such date be issued to the Warrantholder, Y = the number of exercise)shares of Preferred Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Preferred Stock. B = the Exercise Price. For purposes hereofof the above calculation, current fair market value of Preferred Stock shall mean with respect to each share of Preferred Stock: (i) if the date exercise is in connection with an initial public offering of exercise the Company’s Common Stock, and if the Company’s Registration Statement relating to such public offering has been declared effective by the SEC, then the fair market value per share shall be the date product of delivery of (x) the duly executed Notice of Exercise. The Company shall not be obligated initial “Price to issue any shares of Common Stock until you have paid Public” specified in the total Exercise Price for that final prospectus with respect to the offering and (y) the number of shares of Common Stock you have elected into which each share of Preferred Stock is convertible at the time of such exercise; (ii) if this Warrant is exercised after, and not in connection with the Company’s initial public offering, and: (a) if traded on a securities exchange, the fair market value shall be deemed to purchase. Shares be the product of (x) the average of the closing prices over a five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock will into which each share of Preferred Stock is convertible at the time of such exercise; or (b) if actively traded over-the-counter, the fair market value shall be issued deemed to be the product of (x) the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the current fair market value of Preferred Stock shall be the product of (x) the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as soon as determined in good faith by its Board of Directors and (y) the number of shares of Common Stock into which each share of Preferred Stock is practical after convertible at the time of such exercise, unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the fair market value of Preferred Stock shall be deemed to be the value received by the holders of the Company’s Preferred Stock on a common equivalent basis pursuant to such merger or acquisition. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Warrant Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Warrant Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

Exercise. Subject The purchase rights represented by this Warrant are exercisable by the Warrantholder, in whole or in part, at any time, or from time to this Agreement and time during the Planperiod set forth in Section 1 above, unless by tendering the Administrator determines otherwise, you may Company at its principal office a notice of exercise in the Option only by a written “form attached hereto as Exhibit A (the "Notice of Exercise” to "), duly completed and executed. Upon receipt of the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option of Exercise and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through oneaccordance with the terms set forth below, or the Company shall issue to the Warrantholder a combination, certificate for the number of shares of Stock of the following payment methods, which method(s) Company purchased and shall be indicated in execute the Notice of Exercise: i. cashier's Exercise indicating the number of shares of Stock which remain subject to future purchases, if any. The person or certified check persons in whose name(s) any certificate(s) representing shares of Stock shall be issued upon exercise of this Warrant shall be deemed to have become the amount holder(s) of the Exercise Price payable Shares represented thereby (and such shares shall be deemed to have been issued) immediately prior to the order close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the Company; ii. direction to the Company through your Notice of Exercise to send the share rights represented by this Warrant, certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares so purchased shall be delivered to the Warrantholder or its designee as soon as practical and in any event within thirty (30) days after receipt of such notice and, unless this Warrant has been fully exercised or expired, a new Warrant representing the remaining portion of the Shares, if any, with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender this Warrant shall not then have been exercised shall also be issued to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued Warrantholder as soon as is practical after exercisepossible and in any event within such thirty (30) day period.

Exercise. Subject This Warrant may be exercised, in whole or in part, at any time and from time to this Agreement and time during the Plan, unless the Administrator determines otherwise, you may Exercise Period. Such exercise the Option only shall be accomplished by a written “Notice of Exercise” tender to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election of an amount equal to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price multiplied by number of underlying shares being purchased (the “Purchase Price”), either (a) in full through onecash, by wire transfer or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or by certified check in the amount of the Exercise Price or bank cashier’s check, payable to the order of the Company; ii. direction to the Company through your Notice , or (b) by surrendering such number of Exercise to send the share certificates to be issued under shares of Common Stock received upon exercise of this Option to a licensed broker acceptable to the Company Warrant with an aggregate Fair Market Value (as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalentsdefined below) equal to the Exercise PricePurchase Price (as described in the following paragraph (a “Cashless Exercise”), for the Shares together with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by presentation and surrender to the Company of shares of Common Stock this Warrant with a Fair Market Value on an executed subscription agreement in substantially the date of exercise equal to all or part form attached hereto as Exhibit A (the “Subscription”). Upon receipt of the Exercise Price (with any balance paid by cash or check orforegoing, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company will deliver to the Holders, as payment unless you have held such stock for more than six months before the surrender. For purposes hereofpromptly as possible, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from certificate or certificates representing the shares of Common Stock otherwise issuable so purchased, registered in the name of the Holders or its transferee (as permitted under Section 3 below). With respect to you upon the any exercise of this Warrant, the Option (or portion thereof) Holders will for all purposes be deemed to have become the whole holder of record of the number of shares with a Fair Market Value of Common Stock purchased hereunder on the date of exercise equal to all or part the Subscription has been properly executed and payment of the Purchase Price have both been received by the Company (the “Exercise Price (rounded downDate”), with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date irrespective of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice certificate evidencing such shares of Exercisethe Common Stock, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company shall not be obligated to issue any Fractional shares of Common Stock until you will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have paid been issued but for the total immediately preceding sentence, the Holders will be entitled to receive cash equal to the current market price of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Price for that Date. In the event this Warrant is exercised in part, the Company shall issue a new Warrant to the Holders covering the aggregate number of shares of Common Stock you have elected as to purchase. Shares of Common Stock will be issued as soon as is practical after exercisewhich this Warrant remains exercisable for.

Exercise. Subject The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to this Agreement and time, prior to the Planexpiration of the term set forth in Section 2 above, unless by tendering to the Administrator determines otherwise, you may Company at its principal office a notice of exercise in the Option only by a written form attached hereto as Exhibit I (the “Notice of Exercise” to the Company or its designee on a form specified by the Company on or before the date the Option expires”), duly completed and executed. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment Promptly upon receipt of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless purchase price in accordance with the Administrator determines otherwiseterms set forth below, attestation of ownership of Common Stock and issuance of in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a net certificate for the number of shares upon Option exercise; or v. unless of Preferred Stock purchased and shall execute the Administrator determines otherwise, by acknowledgment of exercise in the Company withholding from form attached hereto as Exhibit II (the shares “Acknowledgment of Common Stock otherwise issuable to you upon Exercise”) indicating the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal which remain subject to all or part of the future purchases, if any. The Exercise Price may be paid at the Warrantholder’s election either (rounded down, with any balance paid i) by cash or check orcheck, unless or (ii) by surrender of Warrants (“Net Issuance”) as determined below. If the Administrator determines otherwiseWarrantholder elects the Net Issuance method, deducted from salary or other amounts payable the Company will issue Preferred Stock in accordance with the following formula: X = Y (A-B) A Where: X = the number of shares of Preferred Stock to you on such date be issued to the Warrantholder. Y = the number of exercise)shares of Preferred Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Preferred Stock. B = the Exercise Price. For purposes hereofof the above calculation, current fair market value of Preferred Stock shall mean with respect to each share of Preferred Stock: (i) if the date exercise is in connection with an initial public offering of exercise the Company’s Common Stock, and if the Company’s Registration Statement relating to such public offering has been declared effective by the SEC, then the fair market value per share shall be the date product of delivery of (x) the duly executed Notice of Exercise. The Company shall not be obligated initial “Price to issue any shares of Common Stock until you have paid Public” specified in the total Exercise Price for that final prospectus with respect to the offering and (y) the number of shares of Common Stock you have elected into which each share of Preferred Stock is convertible at the time of such exercise; (ii) if this Warrant is exercised after, and not in connection with the Company’s initial public offering, and: (a) if traded on a securities exchange, the fair market value shall be deemed to purchase. Shares be the product of (x) the average of the closing prices over a five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock will into which each share of Preferred Stock is convertible at the time of such exercise; or (b) if actively traded over-the-counter, the fair market value shall be issued deemed to be the product of (x) the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the current fair market value of Preferred Stock shall be the product of (x) the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as soon as determined in good faith by its Board of Directors and (y) the number of shares of Common Stock into which each share of Preferred Stock is practical after convertible at the time of such exercise, unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the fair market value of Preferred Stock shall be deemed to be the value received by the holders of the Company’s Preferred Stock on a common equivalent basis pursuant to such merger or acquisition. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Warrant Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Warrant Agreement shall be identical to those contained herein, including but not limited to the Effective Date hereof.

Exercise. Subject This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole or in part, upon delivery of written notice of intent to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” to the Company in the manner at the address of the Company set forth in Section 16 hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (a) by certified or its designee on a form specified bank check, (b) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (c) by the surrender of a portion of this Warrant where the Shares subject to the portion of this Warrant that is surrendered have a fair market value equal to the aggregate Exercise Price. In the absence of an established public market for the Common Stock, fair market value shall be established by the Company’s board of directors in a commercially reasonable manner. Upon exercise of this Warrant as aforesaid, the Company on shall as promptly as practicable, and in any event within 15 days thereafter, execute and deliver to the Holder of this Warrant a certificate or before certificates for the date total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Option expires. Unless Shares, the Administrator determines otherwise, each such Notice must: a. state your election Holder shall be entitled to exercise the Option and receive a new Warrant covering the number of Shares with in respect to of which you are exercising the Option; b. be signed by you or, if you this Warrant shall not have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methodsbeen exercised, which method(s) new Warrant shall in all other respects be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable identical to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of ExerciseWarrant. The Company shall not covenants and agrees that it will pay when due any and all state and federal issue taxes which may be obligated to issue payable in respect of the issuance of this Warrant or the issuance of any shares Shares upon exercise of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisethis Warrant.

Exercise. Subject to this Agreement The Warrants and the Planpurchase rights represented thereby are exercisable by the Warrant Holder, unless in whole or in part, at any time after they vest until 5:00 p.m., Eastern Standard Time, on the Administrator determines otherwiseExpiration Date in accordance with the procedures set forth in Section 4(b) below. Upon receipt of the items required under Section 4(b) and the Warrant Holder's fulfillment of the other terms of Section 4(b), you may exercise the Option only by a written “Notice of Exercise” Company shall issue to the Company or its designee on Warrant Holder a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange certificate for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you purchased. The Warrant Holder, upon exercise of the Warrants, shall be deemed to have elected become the holder of the Warrant Shares represented thereby (and such Warrant Shares shall be deemed to purchasehave been issued) immediately prior to the close of business on the date or dates upon which the Warrants are exercised. In the event of any exercise of the rights represented by the Warrants, certificates for the Warrant Shares of Common Stock will so purchased shall be issued delivered to the Warrant Holder as soon as is practical and in any event within ten (10) business days after exercisereceipt of such notice and, unless the Warrants have been fully exercised or expired, new Warrants representing the remaining portion of the Warrants and the underlying Warrant Shares, if any, with respect to which this Warrant Agreement shall not then have been exercised shall also be issued to the Warrant Holder as soon as possible and in any event within such ten (10) day period.

Exercise. Subject (a) Warrants in denominations of two or whole number multiples thereof may be exercised at any time commencing with the Initial Warrant Exercise Date, and ending at the close of business on the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. Warrants shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrants, with the exercise form thereon duly executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Plan, unless Warrant Agent shall deliver the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” same to the Company person or its designee on a form specified by persons entitled thereto. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each in writing of such Notice must: a. state your election to exercise the Option fact and of the number of Shares with respect securities delivered upon such exercise and, subject to which you are exercising the Option; b. be signed subsection (b) below, shall cause all payments of an amount in cash or by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price made payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) , equal to the Exercise Purchase Price, for to be deposited promptly in the Shares with respect to which the Option is being exercised, as part of a cashless exercise;Company's bank account. iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with b) At any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you time upon the exercise of the Option any Warrants after one (or portion thereof1) the whole number of shares with a Fair Market Value on year and one day from the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Representative, and its successors or assigns, of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Purchase Price, but in no event later than five business days after the last day of the calendar week in which such funds were tendered), remit to the Representative (so long as the Representative solicited the exercise of such Warrants as indicated upon the Subscription Form attached to the Warrant Certificate tendered for exercise), an amount equal to five percent (5%) of the Purchase Price of such Warrants being then exercised unless (1) the Representative shall have notified the Warrant Agent that the payment of such amount with respect to such Warrants is violative of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules and regulations of the National Association of Securities Dealers, Inc. ("NASD") or applicable state securities of "blue sky" laws, or (2) the Warrants are those underlying the Representative's Warrants, or (3) the market price of the Common Stock on the subject Exercise Date is lower than the Purchase Price, or (4) the Warrants are held in a discretionary account, or (5) the Warrants are exercised in an unsolicited transaction, in any of which events the Warrant Agent shall pay such amount to the Company; provided that the Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's obligation to make such payments shall be suspended until the date amount payable aggregate $1,000, and provided further, that, in any event, any such payment (regardless of delivery of the duly executed Notice of Exercise. amount) shall be made not less frequently than monthly. (c) The Company shall not be obligated required to issue fractional shares upon the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants so presented. If any shares fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current market value of a share of Common Stock, determined as follows: (1) If the Common Stock is listed or admitted to unlisted trading privileges on the New York Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX") or is traded on The Nasdaq National Market (" Nasdaq/NM"), the current market value of a share of Common Stock until you have paid shall be the total Exercise Price closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges or Nasdaq/NM had the highest average daily trading volume for that number the Common Stock on such day; or (2) If the Common Stock is not listed or admitted to unlisted trading privileges on either the NYSE or the AMEX and is not traded on Nasdaq/NM, but is quoted or reported on Nasdaq, the current market value of shares a share of Common Stock you have elected shall be the average of the last reported closing bid and asked prices (or the last sale price, if then reported by Nasdaq) of the Common Stock at the end of the regular trading session on the last business day prior to purchase. Shares the date of exercise of the Warrants as quoted or reported on Nasdaq, as the case may be; or (3) If the Common Stock is not listed or admitted to unlisted trading privileges on either of the NYSE or the AMEX, and is not traded on Nasdaq/NM or quoted or reported on Nasdaq, but is listed or admitted to unlisted trading privileges on the BSE or other national securities exchange (other than the NYSE or the AMEX), the current market value of a share of Common Stock will shall be issued the closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges has the highest average daily trading volume for the Common Stock on such day; or (4) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, but is traded in the over-the-counter market, the current market value of a share of Common Stock shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to the date of exercise of the Warrants; or (5) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed for trading on Nasdaq/NM or quoted or reported on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock shall be an amount, not less than the book value thereof as soon as is practical after of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined in accordance with generally accepted accounting principles, consistently applied.

Exercise. Subject to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the Option (a) A 2002-A WARRANT shall be exercisable only by a written “Notice the registered HOLDER surrendering it, together with the subscription form set forth in the 2002-A WARRANT duly executed, accompanied by payment, in full, in lawful money of Exercise” the United States, of the Warrant Exercise Price for each full Share as to which the 2002-A WARRANT is exercised, to the Warrant Agent. The Company shall act as its own Warrant Agent, and can be reached by phone at (▇▇▇) ▇▇▇-▇▇▇▇ or by mail at ▇▇▇ ▇▇▇ ▇▇▇▇, Houston, Texas, 77076. The COMPANY shall give notice to the registered HOLDERS of 2002-A WARRANTS of any change in the address of, or in the designation of, its designee on Warrant Agent. (b) A 2002-A WARRANT may be exercised wholly or in part. If a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise2002-A WARRANT is only exercised in part, each such Notice must: a. state your election to exercise the Option and a new WARRANT for the number of Shares with respect as to which you are exercising the Option; b. be signed by you or, if you 2002-A WARRANT shall not have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) been exercised shall be indicated in issued to the Notice registered HOLDER. (c) As soon as practicable after the exercise of Exercise: i. cashier's any 2002-A WARRANT, the COMPANY shall issue to or certified check in the amount of the Exercise Price payable to upon the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share registered HOLDER a certificate or certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash number of full Shares which he is entitled, registered in such name or names as may be directed by him. (or acceptable cash equivalentsd) equal to the Exercise Price, for the All Shares with respect to which the Option is being exercised, as part issued upon exercise of a cashless exercise;2002-A WARRANT shall be validly issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of the issue thereof and all costs of issuance. However, the registered HOLDER shall pay all taxes imposed in connection with any transfer, even if involved in an issue of a certificate, and the COMPANY shall not be required to issue or deliver any stock certificate in such case until the tax shall have been paid. iii. unless (e) Each person in whose name any such certificate for Shares is issued shall for all purposes be deemed to have become the Administrator determines otherwise, by surrender to the Company holder of record of such shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part on which the 2002-A WARRANT was surrendered and payment of the Warrant Exercise Price (with any balance paid by cash or check orand applicable taxes was made, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock irrespective of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwisesuch certificate, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwiseexcept that, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on if the date of exercise equal to all or part such surrender and payment is a date when the stock transfer books of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereofCOMPANY are closed, the date of person or persons entitled to receive Shares upon such exercise shall be considered the record holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open and shall be entitled to receive only dividends or distributions which are payable to holders of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for record after that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisedate.

Exercise. Subject to this Agreement (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” subject to the Company conditions set forth herein and in the applicable Warrant Certificate. Warrants may be exercised by their holders or its designee on a form specified redeemed by the Company as follows: Exercise of Warrants shall be accomplished upon surrender of the Warrant Certificate evidencing such Warrants, with the Form of Election to Purchase on or before the date reverse side thereof duly filled in and executed, to the Option expires. Unless Warrant Agent at its business office, together with payment to the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment Warrant Agent of the Exercise Price in full through one, or a combination, (as of the following payment methodsdate of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which method(s) shall the Company may be indicated required by law to collect in the Notice respect of Exercise: i. cashier's or certified check in the amount such exercise. Payment of the Exercise Price and other amounts may be made by wire transfer of good funds, or by certified or bank cashier's check, payable in lawful money of the United States of America to the order of the Warrant Agent, who shall in turn make prompt payment to the Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a Warrant. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and upon exercise thereof, the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of the securities issued thereby as of the close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised in the manner described in this subsection (a), the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause payment in cash or by check made payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) , equal to the Exercise Price of such Warrants, to be deposited promptly in the Company's bank account or paid directly to the Company, as specified by the Company. (a) The Company shall engage the Representatives as Warrant solicitation agents, and, at any time upon the valid exercise of any Warrants after one year from the date hereof, excluding any Warrant (i) exercise at a time when the Exercise Price exceeds the Market Price, for (ii) held in a discretionary account or (iii) exercised in an unsolicited transaction, the Shares with respect Company shall instruct the Warrant Agent to, and the Warrant Agent shall, on a daily basis, within two business days after such exercise, notify the Representatives of the exercise of any such Warrants and shall, on a weekly basis (subject to collection of funds constituting the tendered Exercise Price, but in no event later than five business days after the last day of the calendar week in which the Option is being exercisedsuch funds were tendered), as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender remit to the Company of shares of Common Stock with a Fair Market Value on the date of exercise Representatives an amount equal to all or part five percent (5%) of the Exercise Price (with any balance paid by cash or check or, of such Warrants then being exercised unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for Representatives shall have notified the Shares Warrant Agent that the payment of such amount with respect to such Warrant is violative of the General Rules and Regulations promulgated under the Exchange Act, or the rules and regulations of the Nasdaq or applicable state securities or "blue sky" laws, or the Warrants are those underlying the Representatives' Warrants in which event, the Option is being exercisedWarrant Agent shall have to pay such amount to the Company; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereofthat, the date of exercise Warrant Agent shall not be obligated to pay any amounts pursuant to this Section 4(b) during any week that such amounts payable are less than $1,000 and the Warrant Agent's obligation to make such payments shall be suspended until the date amount payable aggregates $1,000, and provided further, that, in any event, any such payment (regardless of delivery of amount) shall be made not less frequently than monthly. Notwithstanding the foregoing, the Representatives shall be entitled to receive the commission contemplated by this Section 4(b) as Warrant solicitation agent only if: (Ai) the duly executed Notice Representatives have provided actual services in connection with the solicitation of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option a Warrant by a Registered Holder and (or portion thereofii) the whole number of shares with Registered Holder exercising a Fair Market Value Warrant affirmatively designates in writing on the date of exercise equal to all or part form on the reverse side of the Exercise Price Warrant Certificate that the exercise of such Registered Holder's Warrant was solicited by the Representatives. (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. a) The Company shall not be obligated required to issue fractional shares on the exercise of Warrants. Warrants may only be exercised in such multiples as are required to permit the issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants presented. If any shares fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current Market Price of a share of Common Stock, determined as follows: (1) If the Common Stock is listed, or admitted to unlisted trading privileges on a national securities exchange, or is traded on Nasdaq, the current market value of a share of Common Stock until you have paid shall be the total Exercise Price closing sale price of the Common Stock at the end of the regular trading session on the last business day prior to the date of exercise of the Warrants on whichever of such exchanges or Nasdaq which had the highest average daily trading volume for that number the Common Stock on such day; or (1) If the Common Stock is not listed or admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, but is traded in the over-the-counter market, the current market value of shares a share of Common Stock you have elected shall be the average of the last reported bid and asked prices of the Common Stock reported by the National Quotation Bureau, Inc. on the last business day prior to purchase. Shares the date of exercise of the Warrants; or (1) If the Common Stock is not listed, admitted to unlisted trading privileges on any national securities exchange, or listed, quoted or reported for trading on Nasdaq, and bid and asked prices of the Common Stock are not reported by the National Quotation Bureau, Inc., the current market value of a share of Common Stock will shall be issued an amount, not less than the book value thereof as soon as is practical after of the end of the most recently completed fiscal quarter of the Company ending prior to the date of exercise, determined by the members of the Board of Directors of the Company exercising good faith and using customary valuation methods.

Exercise. Subject This Warrant may be exercised, in whole or in part, at any time and from time to this Agreement and time during the Plan, unless the Administrator determines otherwise, you may Exercise Period. Such exercise the Option only shall be accomplished by a written “Notice of Exercise” tender to the Company or its designee on a form specified of an amount equal to the Exercise Price multiplied by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising underlying shares being purchased (the Option; b. be signed by you or“Purchase Price”), if you have died or become disabledeither (i) in cash, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied wire transfer or by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price or bank cashier’s check, payable to the order of the Company; , or (ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to ) by a licensed broker acceptable to the Company “Cashless Exercise” as your agent set forth in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise PriceSection 2(b), for the Shares together with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by presentation and surrender to the Company of shares of Common Stock this Warrant with a Fair Market Value on an executed subscription agreement in substantially the date of exercise equal to all or part form attached hereto as Exhibit A (the “Subscription”). Upon receipt of the Exercise Price (with any balance paid by cash or check orforegoing, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company will deliver to the Holder, as payment unless you have held such stock for more than six months before the surrender. For purposes hereofpromptly as possible, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from certificate or certificates representing the shares of Common Stock otherwise issuable so purchased, registered in the name of the Holder or the Holder’s transferee (as permitted under Section 3 below). With respect to you upon the any exercise of this Warrant, the Option (or portion thereof) Holder will for all purposes be deemed to have become the whole holder of record of the number of shares with a Fair Market Value of Common Stock purchased hereunder on the date of exercise equal to all or part the Subscription has been properly executed and payment of the Purchase Price have both been received by the Company (the “Exercise Price (rounded downDate”), with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date irrespective of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice certificate evidencing such shares of Exercisethe Common Stock, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company shall not be obligated to issue any Fractional shares of Common Stock until you will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have paid been issued but for the total immediately preceding sentence, the Holder will be entitled to receive cash equal to the current market price of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Price for that Date. In the event this Warrant is exercised in part, the Company shall issue a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”) to the Holder covering the aggregate number of shares of Common Stock you have elected as to purchase. Shares of Common Stock will be issued as soon as is practical after exercisewhich this Warrant remains exercisable.

Exercise. Subject (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the Planperson entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities deliverable upon such exercise shall be treated for all purposes as the holder of those securities upon the exercise of the Warrant as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” prior to the Company or its designee on a form specified by date of issuance of such certificates the Company on or before shall instruct the date the Option expires. Unless the Administrator determines otherwise, each Warrant Agent to refrain from causing such Notice must: a. state your election to exercise the Option and the number issuance of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by certificates pending clearance of checks received in payment of the Exercise Price in full through one, or a combination, pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the following funds received, the Warrant Agent shall promptly remit the payment methods, which method(sreceived for the Warrant (the "Warrant Proceeds") shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to or as the Company may direct in writing. 5 (b) In lieu of exercising this Warrant as your agent specified in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to youSection 4(a), for above, a Registered Holder may from time to time at the Shares with respect to which the Option is being exercised; providedRegistered Holder's option convert this Warrant, howeverin whole or in part, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of into a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisethe Company determined by dividing (A) the aggregate Fair Value of such shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Exercise Price of such shares by (B) the Fair Value of one such share.

Exercise. Subject to this Agreement and (a) During the Plan, unless the Administrator determines otherwise, you may exercise period that the Option only is exercisable, it may be exercised in full or in part by a the Grantee, his or her legal representatives, guardian or Successor, by delivering or mailing written “Notice notice of Exercise” the exercise to the Company or its designee on a form specified Secretary of PHYHEALTH. The written notice shall be signed by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election person entitled to exercise the Option and shall specify the address and Social Security number of Shares with respect each such person. If any person other than the Grantee purports to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise all or any portion of the Option; c. contain such representations as , the Company reasonably requires; and d. written notice shall be accompanied by proof, satisfactory to the Secretary of PHYHEALTH, of that entitlement. (b) The written notice shall be accompanied by full payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange exercise price for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect shares as to which the Option is being exercisedexercised in either (i) cash, certified or bank cashier's check or money order, payable to PHYHEALTH, or ((ii) pursuant to a cashless exercise whereby PHYHEALTH will issue shares of the Company's Common Stock (less those shares used as part consideration of the exercise price) ("OPTION SHARES") directly to GRANTEE. The value of the shares used as consideration for the OPTION SHARES shall be calculated by using the closing price of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company share of shares of PHYHEALH's Common Stock with a Fair Market Value on the business day immediately preceding the date of exercise equal to all as reported on the principal securities exchange or part other securities market on which the common stock is then being traded, or (iii) in any combination of the Exercise Price foregoing. (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which c) The written notice of exercise will be effective and the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of shall be deemed exercised to the Company as payment unless you have held such stock for more than six months before extent specified in the surrender. For purposes hereof, notice on the date of exercise shall be that the date of delivery of written notice (A) the duly executed Notice of Exercise and (B) the shares tendered for together with required accompaniments respecting payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, exercise price) is received by the Company withholding from the shares Secretary of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisePHYHEALTH at its then executive offices during regular business hours.

Exercise. Subject (a) During the period that the Option is exercisable, it may be exercised in full or in part by the Grantee or his guardian or legal representative, and, in the event of the Grantee's death, by the person or persons to this Agreement whom the Option was transferred by will or the laws of descent and distribution, by delivering or mailing written notice of the Plan, unless exercise to the Administrator determines otherwise, you may Secretary of SLH. The written notice shall be signed by the person entitled to exercise the Option only and shall specify the address and Social Security number of such person. If any person other than the Grantee purports to be entitled to exercise all or any portion of the Option, the written notice shall be accompanied by a written “Notice of Exercise” proof, satisfactory to the Company Secretary of SLH, of that entitlement. (b) Subject to the provisions of subsections (d) and (e) hereof, the written notice shall be accompanied by full payment of the exercise price for the shares as to which the Option is exercised either (i) in cash or its designee cash equivalents, (ii) in shares of SLH common stock evidenced by certificates either endorsed or with stock powers attached transferring ownership to SLH, with an aggregate Fair Market Value (as defined in the Plan) equal to said exercise price on a form specified by the Company on or before the date the written notice is received by the Secretary, or (iii) in any combination of cash or cash equivalents and such shares. (c) Notwithstanding the provisions of subsection (b) next above, shares acquired through the exercise of an Incentive Stock Option expires. Unless granted the Administrator determines otherwisePlan may be used as payment at exercise hereunder only if such shares have been held for at least 12 months following such acquisition. (d) In lieu of payment of the exercise price by way of delivery of certificate(s) evidencing shares of SLH common stock, each such Notice must: a. state your election to exercise the Grantee may furnish a notarized statement reciting the number of shares being purchased under the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, SLH shares owned by the party entitled to exercise Grantee which could be freely delivered as payment. If the Option; c. contain Grantee furnishes such representations as the Company reasonably requires; and d. be accompanied by a statement in payment of the Exercise Price in full through oneexercise price, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to he will be issued under this Option to a licensed broker acceptable to certificate for new shares representing the Company number of shares as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, less the number of shares described in the notarized statement as part constituting payment under the Option. (e) In lieu of payment of the exercise price in cash, shares of SLH common stock, or by delivery of a cashless exercise; iii. unless statement of ownership pursuant to subsection (d) next above, a Grantee may pay the Administrator determines otherwise, by surrender to the Company of exercise price for shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect as to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock exercised by surrendering his right to exercise a portion of the Company as payment unless you have held such stock Option equal in value to said exercise price. The Grantee would then receive a certificate for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless issuable pursuant to the Administrator determines otherwiseGrantee's exercise of the Option, reduced by a number of shares with an aggregate Fair Market Value equal to the Company withholding from the exercise price, which latter number of shares of Common Stock otherwise issuable would be deemed purchased pursuant to you upon the exercise of the Option and thus no longer available under the Plan. (f) In the event the Grantee pays the Option exercise price by delivery of a notarized statement of ownership or by surrendering his right to exercise a portion thereofof the Option, as described in subsections (d) and (e) next above, the whole number of shares remaining subject to the Option shall be reduced not only by the number of new shares issued upon exercise of the Option but also by the number of previously owned shares listed on the notarized statement of ownership and deemed to be surrendered as payment of the exercise price or, as applicable, by the number of shares in connection with a Fair Market Value which the Grantee has surrendered his right to exercise the Option. (g) The written notice of exercise will be effective and the Option shall be deemed exercised to the extent specified in the notice on the date of exercise equal to all or part that the written notice (together with required accompaniments respecting payment of the Exercise Price (rounded down, with any balance paid exercise price) is received by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date Secretary of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseSLH at its then executive offices during regular business hours.

Exercise. Subject to this Agreement (1) Warrants in denominations of one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” subject to the Company or its designee conditions set forth herein (including the provisions set forth in Section 5 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on a the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form specified thereon duly executed by the Company Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Company. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on or before the date Exercise Date. If more than one Warrant Certificate shall be exercised at one time by the Option expires. Unless the Administrator determines otherwisesame Registered Holder, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value which shall be issuable upon exercise thereof shall be computed on the date of exercise equal to all or part basis of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock aggregate number of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the full shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwisein any event with ten business days after such date, by the Company withholding from shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock otherwise issuable deliverable upon such exercise, and the Company shall deliver the same to you the person or persons entitled thereto. (b) The Company shall be not obligated to issue any fractional share interests or fractional Warrant interests upon the exercise of the Option (any Warrant or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded downWarrants, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise nor shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fraction equal to or greater than one-half shall be rounded up to the next full share or Warrant, as the case may be, any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will fraction less than one-half shall be issued as soon as is practical after exerciseeliminated.

Exercise. Subject This Warrant may be exercised, in whole or in part, at any time and from time to this Agreement and time during the Plan, unless the Administrator determines otherwise, you may Exercise Period. Such exercise the Option only shall be accomplished by a written “Notice of Exercise” tender to the Company or its designee on a form specified of an amount equal to the Exercise Price multiplied by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising underlying shares being purchased (the Option; b. be signed by you or“Purchase Price”), if you have died or become disabledeither (a) in cash, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied wire transfer or by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price or bank cashier’s check, payable to the order of the Company; ii. direction to the Company through your Notice , or (b) by surrendering such number of Exercise to send the share certificates to be issued under shares of Common Stock received upon exercise of this Option to a licensed broker acceptable to the Company Warrant with an aggregate Fair Market Value (as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalentsdefined below) equal to the Exercise PricePurchase Price (as described in the following paragraph, for the Shares a “Cashless Exercise”), together with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by presentation and surrender to the Company of shares of Common Stock this Warrant with a Fair Market Value on an executed subscription agreement in substantially the date of exercise equal to all or part form attached hereto as Exhibit A (the “Subscription”). Upon receipt of the Exercise Price (with any balance paid by cash or check orforegoing, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company will deliver to the Holders, as payment unless you have held such stock for more than six months before the surrender. For purposes hereofpromptly as possible, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from certificate or certificates representing the shares of Common Stock otherwise issuable so purchased, registered in the name of the Holders or its transferee (as permitted under Section 3 below). With respect to you upon the any exercise of this Warrant, the Option (or portion thereof) Holders will for all purposes be deemed to have become the whole holder of record of the number of shares with a Fair Market Value of Common Stock purchased hereunder on the date of exercise equal the Subscription has been properly executed and delivered to all or part the Company and payment of the Purchase Price has been received by the Company (the “Exercise Price (rounded downDate”), with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date irrespective of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice certificate evidencing such shares of Exercisethe Common Stock, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company shall not be obligated to issue any Fractional shares of Common Stock until you will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have paid been issued but for the total immediately preceding sentence, the Holders will be entitled to receive cash equal to the current Fair Market Value (as defined below) of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Price for that Date. In the event this Warrant is exercised in part, the Company shall issue a new Warrant to the Holders covering the aggregate number of shares of Common Stock you have elected as to purchase. Shares of Common Stock will be issued as soon as is practical after exercisewhich this Warrant remains exercisable for.

Exercise. Subject This Warrant may be exercised by the Holder hereof (but only on the conditions herein set forth) as to this Agreement and all or any increment or increments of One Hundred (100) Shares (or the Planbalance of the Shares if less than such number), unless the Administrator determines otherwise, you may upon delivery of written notice of intent to exercise the Option only by a written “Notice of Exercise” to the Company at the following address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ or its designee on such other address as the Company shall designate in a form specified written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) by the surrender of a portion of this Warrant having a fair market value equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company on shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or before certificates for the date total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder (subject to Sections 4 and 5 hereof). If this Warrant shall be exercised with respect to less than all of the Option expires. Unless Shares, the Administrator determines otherwise, each such Notice must: a. state your election Holder shall be entitled to exercise the Option and receive a new Warrant covering the number of Shares with in respect to of which you are exercising the Option; b. be signed by you or, if you this Warrant shall not have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methodsbeen exercised, which method(s) new Warrant shall in all other respects be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable identical to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of ExerciseWarrant. The Company shall not covenants and agrees that it will pay when due any and all state and federal issue taxes (exclusive of any taxes based upon the income of Holder) which may be obligated to issue payable in respect of the issuance of this Warrant or the issuance of any shares Shares upon exercise of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisethis Warrant.

Exercise. Subject to this Agreement Each Warrant may be exercised by the Registered Holder thereof at any time after the Warrant is detached from the Unit and is separately traded, (the PlanInitial Exercise Date), unless but not after the Administrator determines otherwiseWarrant Expiration Date, you may exercise upon the Option only by a written “Notice of Exercise” terms and subject to the Company or its designee conditions set forth herein and in the Warrant Certificate. The Warrants shall be exercisable during such period on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares business day that an applicable registration statement with respect to which you are exercising the Option; b. Common Stock issuable upon exercise is effective. A Warrant shall be signed by you or, if you deemed to have died or become disabled, by been exercised immediately prior to the party close of business on the Exercise Date and the person entitled to receive the securities deliverable upon such exercise the Option; c. contain such representations shall be treated for all purposes as the Company reasonably requires; and d. be accompanied by payment holder of those securities upon the exercise of the Exercise Price in full through one, or a combination, Warrant as of the following payment methodsclose of business on the Exercise Date. As soon as practicable on or after the Exercise Date, which method(s) the Warrant Agent shall be indicated deposit the proceeds received from the exercise of a Warrant and shall notify the Company in the Notice of Exercise: i. cashier's or certified check in the amount writing of the Exercise Price payable to exercise of the order Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates , shall cause to be issued under this Option to a licensed broker acceptable and delivered by the Transfer Agent, to the Company as your agent in exchange person or persons entitled to receive the same, a certificate or certificates for the broker's tendering to the Company cash securities deliverable upon such exercise (or acceptable cash equivalents) equal to the Exercise Price, plus a certificate for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part any remaining unexercised Warrants of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to youRegistered Holder), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, prior to the date of exercise issuance of such certificates the Warrant Agent shall be verify clearance of the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for checks received in payment of the Exercise Price; ivPurchase Price pursuant to such Warrants. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon Upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part any Warrant and clearance of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereoffunds received, the date of exercise Warrant Agent shall be promptly remit the date of delivery of payment received for the duly executed Notice of ExerciseWarrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing. The Company shall not be obligated may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to issue any shares the Warrant Agent upon exercise of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseWarrants.

Exercise. Subject to this Agreement and The Option Holder (or in the Plancase of the death of the Option Holder, unless the Administrator determines otherwise, you designated legal representative or heir of the Option Holder) may exercise the Option only ISOs during the Exercise Period by a giving written “Notice of Exercise” notice to the Company or its designee on a [Corporate Secretary of the Corporation] in the form specified required by the Company on or before the date the Option expiresCommittee (“Exercise Notice”). Unless the Administrator determines otherwise, each such The Exercise Notice must: a. state your election to exercise the Option and must specify the number of Shares with respect to be purchased, which you are exercising shall be at least 100 unless fewer shares remain unexercised. The exercise date is the Option; b. be signed by you or, if you have died or become disabled, date the Exercise Notice is received by the party entitled Corporation. The Exercise Period commences on the Vesting Date and expires at 5:00 p.m., Pacific time, on the date 10 years [five years for over 10% owners of Corporation on the Grant Date] after the Grant Date, such later time and date being hereinafter referred to exercise the Option; c. contain such representations as the Company reasonably requires; and d. “Expiration Date,” subject to earlier expiration in the event of a termination of Service as provided in Section 6. Any ISOs not exercised as of the close of business on the last day of the Exercise Period shall be cancelled without consideration at that time. The Exercise Notice shall be accompanied by payment in full of the Exercise Price for the Shares being purchased. Payment shall be made: (a) in full through one, or a combination, of the following payment methodscash, which method(s) shall may be indicated in the Notice form of Exercise: i. a check, money order, cashier's check or certified check in the amount of the Exercise Price check, payable to the order Corporation, or (b) by delivering Shares of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which Corporation already owned by the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with Holder having a Fair Market Value on the exercise date of exercise equal to all or part of the aggregate Exercise Price to be paid, [or (with any balance paid c) by cash or check or, unless instructing the Administrator determines otherwise, deducted from salary or other amounts payable Corporation to you), for the withhold Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a having an aggregate Fair Market Value on the exercise date of exercise equal to all the aggregate Exercise Price to be paid,] or part (d) by a combination of thereof. Payment for the Shares being purchased upon exercise of the Option may also be made by delivering a properly executed Exercise Notice to the Corporation, together with a copy of irrevocable instructions to a broker to deliver promptly to the Corporation the amount of sale or loan proceeds to pay the aggregate Exercise Price and applicable tax withholding amounts (rounded downif any), with any balance paid by cash or check or, unless in which event the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise Shares acquired shall be delivered to the date broker promptly following receipt of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisepayment.

Exercise. Subject (a) The Registered Holder may, at its option, elect to exercise this Agreement Warrant, in whole or in part and at any time or from time to time, by surrendering this Warrant, with the Planpurchase form appended hereto as Exhibit I duly executed by or on behalf of the Registered Holder, unless at the Administrator determines otherwiseprincipal office of the Company, you may exercise the Option only by a written “Notice of Exercise” to or at such other office or agency as the Company or its designee on a form specified may designate, accompanied by payment in full, in lawful money of the Company on or before United States, of the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and Purchase Price payable in respect of the number of Warrant Shares with respect purchased upon such exercise (including payment pursuant to Section 1(b) below). The Registered Holder shall be deemed to become the holder of record of the Warrant Shares on the date on which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by this Warrant is surrendered and payment of the Exercise Purchase Price in full through oneis made, or a combination, irrespective of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwisesuch certificate or certificates, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwiseexcept that, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on if the date of exercise such surrender and payment is a date when the stock transfer books of the Company are closed, Registered Holder shall be deemed to become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open (b) In lieu of exercising this Warrant for cash, the Registered Holder may elect to receive shares equal to all the value of this Warrant (or part the portion thereof being exercised) by surrender of this Warrant at the principal office of the Exercise Price Company together with notice of such election (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercisea “Net Exercise”). For purposes A Registered Holder who Net Exercises shall have the rights described in Section 1 hereof, and the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated issue to issue any shares of Common Stock until you have paid the total Exercise Price for that such Registered Holder a number of shares of Common Stock you have elected to purchase. Warrant Shares of Common Stock will be issued as soon as is practical after exercise.computed using the following formula: Where

Exercise. Subject The purchase rights represented by this Warrant are exercisable by the Warrantholder, in whole or in part, at any time, or from time to this Agreement and time during the Planperiod set forth in Section 1 above, unless by tendering the Administrator determines otherwise, you may Company at its principal office a notice of exercise in the Option only by a written “form attached hereto as Exhibit A (the "Notice of Exercise” to "), duly completed and executed. Upon receipt of the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option of Exercise and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through oneaccordance with the terms set forth below, or the Company will issue to the Warrantholder a combination, certificate for the number of shares of Stock of the following payment methods, which method(s) shall be indicated in Company purchased and will execute the Notice of Exercise: i. cashier's Exercise indicating the number of shares of Stock which remain subject to future purchases, if any. The person or certified check persons in whose name(s) any certificate(s) representing shares of Stock will be issued upon exercise of this Warrant will be deemed to have become the amount holder(s) of, the Shares represented thereby (and such shares will be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share rights represented by this Warrant, certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares so purchased will be delivered to the Warrantholder or its designee as soon as practical and in any event within thirty (30) days after receipt of such notice and, unless this Warrant has been fully exercised or expired, a new Warrant representing the remaining portion of the Shares, if any, with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender this Warrant will not then have been exercised will also be issued to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued Warrantholder as soon as is practical after exercisepossible and in any event within such thirty (30) day period.

Exercise. Subject (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the Planperson entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant, unless and promptly after clearance of checks received in payment of the Administrator determines otherwisePurchase Price pursuant to such Warrants, you may cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of ▇▇▇▇▇ or such other investment banks and brokerage houses as the Company shall approve, certificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the Option only by a written “Notice of Exercise” funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; andmay direct in writing. d. be accompanied by payment (b) If on the Exercise Date in respect of the Exercise Price in full through oneexercise of any Warrant, or a combination, of (i) the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order market price of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on is greater than the date of exercise equal to all or part then Purchase Price of the Exercise Price Warrant, (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn inii) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option Warrant was solicited by a member of the National Association of Securities Dealers, Inc. (or portion thereof"NASD"), (iii) the whole number Warrant was not held in a discretionary account, (iv) disclosure of shares with a Fair Market Value on compensation arrangements was made both at the date of exercise equal to all or part time of the Exercise original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the receipt of the proceeds upon exercise of the Warrant(s) so exercised shall pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Purchase Price to ▇▇▇▇▇ (rounded down, with any balance paid by cash or check or, unless of which a portion may be reallowed to the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of dealer who solicited the exercise). For purposes hereofWithin five days after exercise the Warrant Agent shall send ▇▇▇▇▇ a copy of the reverse side of each Warrant exercised. ▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, ▇▇▇▇▇ may at any time during business hours, examine the date records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of ▇▇▇▇▇. Market price shall be determined in accordance with the date provisions of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseSection 10.

Exercise. Subject The purchase rights set forth in this Warrant are exercisable by the Warrantholder, in whole or in part, at any time, or from time to this Agreement and time, prior to the Planexpiration of the term set forth in Section 2, unless by tendering to the Administrator determines otherwise, you may Company at its principal office a notice of exercise in the Option only by a written form attached hereto as Exhibit I (the “Notice of Exercise” to the Company or its designee on a form specified by the Company on or before the date the Option expires”), duly completed and executed. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment Promptly upon receipt of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless Purchase Price in accordance with the Administrator determines otherwiseterms set forth below, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwisein no event later than three (3) days thereafter, by the Company withholding from shall issue to the shares of Common Stock otherwise issuable to you upon Warrantholder a certificate for the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases, if any. Except as provided in the following sentence, each exercise of this Warrant shall be deemed to have elected been effected immediately prior to purchasethe close of business on the day on which this Warrant shall have been surrendered to the Company as provided in the paragraph above. Shares Notwithstanding the foregoing, if an exercise of all or any portion of this Warrant is being made in connection with (i) a proposed Acquisition, (ii) a proposed issuance or sale of, or dividend or distribution in respect of, capital stock or any other securities of the Company, or (iii) a proposed transfer of capital stock or other securities of the Company, then, at the election of the Warrantholder, such exercise may be conditioned upon the consummation of such public offering, Acquisition, issuance, sale, dividend, distribution or transfer, in which case (A) such exercise shall be effective concurrently with the consummation of such public offering, Acquisition, issuance, sale, dividend, distribution or transfer, and (B) appropriate modifications will be made to the Notice of Exercise to reflect the conditionality specified in this sentence. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Warrant and, if applicable, an amended Warrant representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue Common Stock in accordance with the following formula: X = Y(A-B) A Where: X = the number of shares of Common Stock to be issued to the Warrantholder. Y = the number of shares of Common Stock requested to be exercised under this Warrant. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (i) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) day period ending three days before the day the current fair market value of one (1) share of Common Stock is being determined; or (ii) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending three days before the day the current fair market value of one (1) share of Common Stock is being determined; or (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in The NASDAQ Stock Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as soon as is practical after exercisedetermined in good faith by its Board of Directors, unless the Company shall become subject to an Acquisition, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of Common Stock pursuant to such Acquisition. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Warrant representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Warrant shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

Exercise. Subject The rights represented by this Warrant may be exercised in whole or in part at any time, subject to the terms of Section 2 and as further specified herein, during the Exercise Period, so long as the Exercise Shares for which this Warrant is being exercised are then vested and exercisable hereunder in accordance with Section 3.1, by delivery by the Holder of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): (a) An executed Notice of Exercise in the form attached hereto as Exhibit A; (b) Payment of the Exercise Price either in cash or by wire transfer of immediately available funds; provided, however, that, for so long as the R&D Agreement and is in effect, the PlanHolder may, unless at its option in writing in the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” , elect to offset the Exercise Price against any amounts then owed to the Company or its designee on a form specified by Holder from the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requiresCompany; and d. (c) This Warrant. For the avoidance of doubt, this Warrant may not be accompanied exercised for any Exercise Shares that have not vested in accordance with Section 3.1. Upon the exercise of the rights represented by this Warrant, a book-entry statement for the Exercise Shares so purchased, registered in the name of the Holder or persons affiliated with the Holder, if the Holder so designates, shall be delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. The person in whose name any book-entry statements for Exercise Shares are to be delivered upon exercise of this Warrant shall be deemed to have become the holder of record of such shares of Common Stock purchased on the date on which this Warrant was surrendered and payment of the Exercise Price in full through onewas made, or a combination, irrespective of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwisesuch book-entry statement, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwiseexcept that, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on if the date of exercise equal to all or part such surrender and payment is a date when the stock transfer books of the Exercise Price (rounded downCompany are closed, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date of delivery of on which the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisestock transfer books are open.

Exercise. Subject to this Agreement the other terms and the Planconditions hereof, unless the Administrator determines otherwise, you may exercise the Option only by shall be exercisable at any time when all or a portion of the Option is vested under this Option Agreement upon written “Notice of Exercise” notice to the Company Company, or its designee on a form such other method of exercise as may be specified by the Company on or before the date the Option expiresCompany, including without limitation, exercise by electronic means. Unless the Administrator determines otherwise, each such Notice must: a. The notice will: (a) state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment shares of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect Stock to which the Option is being exercised; and (b) if the Option is being exercised by anyone other than the Holder, as part if not already provided, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Option under this Option Agreement and all applicable laws and regulations. As a cashless exercise; iiicondition to the exercise of the Option and the obligation of the Company to issue Stock upon the exercise thereof, the proposed recipient of the Stock shall make any representation or warranty to comply with any applicable law or regulation or to confirm any factual matters reasonably requested by the Company or its counsel. unless Upon exercise of the Administrator determines otherwiseOption and the satisfaction of all conditions thereto, by surrender the Company shall deliver a certificate or certificates for Stock to the specified person or persons at the specified time upon receipt of the aggregate exercise price for such Stock. The full exercise price for the portion of the Option being exercised shall be paid to the Company (a) in cash; (b) by certified check (denominated in U.S. Dollars); (c) subject to the Board’ discretion and approval, by delivery of other shares of Common Stock with then owned by the Holder for more than six months on the date of surrender (unless this condition is waived by the Board), having a Fair Market Value on the date of exercise surrender equal to all or part greater than the aggregate exercise price of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect Stock as to which the said Option is being shall be exercised; provided, however, that you may not surrender (turn ind) previously held or owned Common Stock cancellation of indebtedness of the Company as payment unless you have held such stock for more than six months before owed to the surrenderHolder; (e) by any other means which the Company determines are consistent with the purposes of this Option Agreement and with applicable laws and regulations; or (f) any combination of the foregoing methods of payment. For purposes hereof, the date No fractional shares of exercise Stock shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; ivissued or delivered pursuant to this Option Agreement. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by The Board shall determine whether cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise property shall be the date issued or paid in lieu of delivery of the duly executed Notice of Exercise. The Company such fractional shares or whether such fractional shares or any rights thereto shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseforfeited or otherwise eliminated.

Exercise. Subject This Warrant may be exercised, in whole at any time or in part from time to this Agreement time, commencing on January 26, 1999 and the Planprior to 5:00 P.M., unless the Administrator determines otherwiseEastern Standard Time on January 26, you may exercise the Option only by a written “Notice of Exercise” to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled2001, by the party entitled to exercise Holder of this Warrant by the Option; c. contain such representations as surrender of this Warrant (with the Company reasonably requires; and d. be accompanied by subscription form at the end hereof duly executed) at the address set forth in Section 7(a) hereof, together with proper payment of the Exercise Price in full through oneAggregate Warrant Price, or a combination, of the following payment methods, which method(s) proportionate part thereof if this Warrant is exercised in part. Payment for Warrant Shares shall be indicated in the Notice of Exercise: i. cashier's made by certified or certified official bank check in the amount of the Exercise Price payable to the order of the Company; ii. direction If this Warrant is exercised in part, the Holder is entitled to receive a new Warrant covering the number of Warrant Shares in respect of which this Warrant has not been exercised and setting forth the proportionate part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender of this Warrant, the Company through your Notice will (a) issue a certificate or certificates in the name of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange Holder for the broker's tendering to largest number of whole shares of the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect Common Stock to which the Option Holder shall be entitled if this Warrant is being exercisedexercised in whole and (b) deliver the proportionate part thereof if this Warrant is exercised in part, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender pursuant to the Company provisions of shares the Warrant. In lieu of any fractional share of the Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with which would otherwise be issuable in respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option Warrant, the Company at its option may (or portion thereofa) pay in cash an amount equal to the product of (i) the whole number daily mean average of shares with the closing price of a Fair Market Value share of Common Stock on the ten consecutive trading days before the conversion date and (ii) such fraction of a share or (b) issue an additional share of Common Stock. Upon exercise of the Warrant, the Company shall issue and deliver to the Holder certificates for the Common Stock issuable upon such exercise within ten business days after such exercise and the person exercising shall be deemed to be the holder of record of the Common Stock issuable upon such exercise. No warrant granted herein shall be exercisable after 5:00 p.m. Eastern Standard Time on the second anniversary of the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseissuance.

Exercise. Subject to this Agreement (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” subject to the Company or conditions set forth herein and in the applicable Warrant Certificate. Warrants may be exercised by their holders as follows: The exercise of Warrants shall be accomplished upon surrender of the Warrant Certificate evidencing such Warrants, with the Subscription Form on the reverse side thereof duly filled in and executed, to the Warrant Agent at its designee on a form specified by business office, together with payment to the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment Warrant Agent of the Exercise Price in full through one, or a combination, (as of the following payment methodsdate of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which method(sthe Company may be required by law to collect in respect of such exercise. (b) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount Payment of the Exercise Price and other amounts may be made by wire transfer of good funds, or by certified or bank cashier's check, payable in lawful money of the United States of America to the order of the Company and deliver such payment to the Warrant Agent who shall in turn deliver the payment to the Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a Warrant. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and upon exercise thereof, the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of the securities issuable thereby as of the close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised in the manner described in this subsection (a), the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause payment in cash or by check made payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) , equal to the Exercise PricePrice of such Warrants, for to be deposited promptly in the Shares with respect Company's bank account or paid directly to which the Option is being exercisedCompany, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, specified by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option Company. (or portion thereofc) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated required to issue any fractional shares on the exercise of Common Stock until you have paid Warrants. Warrants may be exercised only in such multiples as are required to permit the total Exercise Price issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for that exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current Market Price of a share of Common Stock you have elected Stock. (d) Holders of Class A Warrants may, in their discretion, exercise the Class B Warrants at the same time the holders submit their Class A Warrants for exchange pursuant to purchase. Shares of Common Stock will be issued as soon as is practical after exercisethe Exchange Offer.

Exercise. Subject 2 (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereafter set forth) as to this Agreement and all or any increment or increments of one hundred (100) Shares (or the Planbalance of the Shares if less than such number), unless the Administrator determines otherwise, you may upon delivery of written notice of intent to exercise the Option only by a written “Notice of Exercise” to the Company at the following address: 4815 ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇tention: Stev▇ ▇▇▇▇▇▇▇▇, ▇▇ such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or its designee on a form specified bank check, (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company on shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or before certificates for the date total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Option expiresShares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. Unless The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the Administrator determines otherwiseissuance of this Warrant or the issuance of any Shares upon exercise of this Warrant. (b) In lieu of exercising this Warrant pursuant to Section 3(a) above, each the Holder shall have the right to require the Company to convert this Warrant (as it may be adjusted pursuant to Section 5 hereof), in whole or in part and at any time or times into Shares (the "Conversion Right"), upon delivery of written notice of intent to convert to the Company at its address in Section 3(a) or such Notice must: a. state your election other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant. Upon exercise of the Option and Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any Exercise Price) that number of Shares which is equal to the quotient obtained by dividing (x) the net value of the number of Shares with respect to which you are Holder is then exercising the Option; b. be signed Conversion Right (determined by you or, if you have died or become disabled, by subtracting the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the aggregate Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which Holder is then exercising the Option is being exercised, as part of Conversion Right from a cashless exercise; iii. unless the Administrator determines otherwise, by surrender number equal to the Company product of shares of Common Stock with a (i) the Fair Market Value on the date per Share (as such term is defined in Section 5(b)) as at such time, multiplied by (ii) that number of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which Holder is then exercising the Option is being exercised; providedConversion Right), howeverby (y) the Fair Market Value per Share. Any references in any Warrants to the "exercise" of this Warrant, that you may not surrender (turn in) previously held or owned Common Stock and the use of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereofterm exercise herein, the date of exercise shall be the date of delivery of deemed to include (Awithout limitation) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the any exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseConversion Right.

Exercise. Subject This Warrant may be exercised by the Holder hereof (but only -------- on the conditions hereinafter set forth) as to this Agreement and all or any increment or increments of the Plan, unless Shares then subject to exercise under Section 1 above upon delivery of written notice of intent to exercise in substantially the Administrator determines otherwise, you may exercise form of the Option only by a written “"Notice of Exercise” " attached hereto as Annex A, to the Company at the following address: ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each at such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations other address as the Company reasonably requires; and d. be accompanied by payment shall designate in a written notice to the Holder hereof, together with this Warrant and either (i) a certified or cashier's check payable to the Company for the aggregate purchase price of the Exercise Price in full through oneShares so purchased or (ii) the surrender, or a combination, of the following payment methods, which method(s) shall be indicated in as noted on the Notice of Exercise: i. cashier's or certified check in the amount , of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to Shares having a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value value on the date of exercise equal to all or part the aggregate purchase price of the Exercise Price Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company shall, as promptly as practicable, and in any event within fifteen (with any balance paid by cash 15) business days thereafter, execute and deliver to the Holder of this Warrant a certificate or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the Option is being exercisedissuance of this Warrant or the issuance of any Shares upon exercise of this Warrant; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company shall have no liability for any state or federal income taxes which may be payable by Holder upon income recognized by Holder as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date a result of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisethis Warrant.

Exercise. Subject to this Agreement and the Plan(1) Warrants in denominations of one or whole number multiples thereof may, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” subject to the Company limitations set forth in Section 1(e), be exercised commencing at any time on or its designee after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to the conditions set forth herein (including the provisions set forth in Section 5 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on a the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form specified thereon duly executed by the Company Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Company. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on or before the date Exercise Date. If more than one Warrant Certificate shall be exercised at one time by the Option expires. Unless the Administrator determines otherwisesame Registered Holder, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value which shall be issuable upon exercise thereof shall be computed on the date of exercise equal to all or part basis of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock aggregate number of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the full shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwisein any event with ten business days after such date, by the Company withholding from shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock otherwise issuable deliverable upon such exercise, and the Company shall deliver the same to you the person or persons entitled thereto. (b) The Company shall be not obligated to issue any fractional share interests or fractional Warrant interests upon the exercise of the Option (any Warrant or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded downWarrants, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise nor shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fraction equal to or greater than one-half shall be rounded up to the next full share or Warrant, as the case may be, any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will fraction less than one-half shall be issued as soon as is practical after exerciseeliminated.

Exercise. Subject to this Agreement (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” subject to the Company or conditions set forth herein and in the applicable Warrant Certificate. Warrants may be exercised by their holders as follows: the exercise of Warrants shall be accomplished upon surrender of the Warrant Certificate evidencing such Warrants, with the Subscription Form on the reverse side thereof duly filled in and executed, to the Warrant Agent at its designee on a form specified by business office, together with payment to the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment Warrant Agent of the Exercise Price in full through one, or a combination, (as of the following payment methodsdate of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which method(sthe Company may be required by law to collect in respect of such exercise. (b) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount Payment of the Exercise Price and other amounts may be made by wire transfer of good funds, or by certified or bank cashier's check, payable in lawful money of the United States of America to the order of the Company and deliver such payment to the Warrant Agent who shall in turn deliver the payment to the Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a Warrant. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and upon exercise thereof, the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of the securities issuable thereby as of the close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised in the manner described in this subsection (a), the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause payment in cash or by check made payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) , equal to the Exercise PricePrice of such Warrants, for to be deposited promptly in the Shares with respect Company's bank account or paid directly to which the Option is being exercisedCompany, as part specified by the Company. (c) The Company shall not be required to issue fractional shares on the exercise of a cashless exercise; iiiWarrants. unless Warrants may be exercised only in such multiples as are required to permit the Administrator determines otherwise, issuance by surrender to the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares of Common Stock with a Fair Market Value which shall be issuable upon such exercise thereof shall be computed on the date of exercise equal to all or part basis of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net aggregate number of shares upon Option exercise; orpurchasable on exercise of the Warrants presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current Market Price of a share of Common Stock. v. unless (d) Holders of Class A Warrants may, in their discretion, exercise the Administrator determines Class B Warrants at the same time the holders submit their Class A Warrants for exchange pursuant to the Exchange Offer. (e) If at the time of exercise of any of the Warrants, the Company does not have in place an effective registration statement or is otherwise, in the good faith determination of the Board of Directors of the Company, precluded by the Company withholding applicable laws from issuing the shares of Common Stock otherwise issuable upon such exercise, the Company may (but is not required to), in lieu of issuance of those shares, elect to you upon redeem the Warrants duly surrendered for exercise for a price per Warrant equal to the difference between the Market Price of the Option (or portion thereof) the whole number a share of shares with a Fair Market Value Common Stock on the date of exercise equal to all or part of such submission and the Exercise Price (rounded downPrice, with any balance paid by cash or check or, unless and in the Administrator determines otherwise, deducted from salary or other amounts payable to you on event of such date of exercise). For purposes hereofredemption, the date Company will pay to the Registered Holder the above-described Redemption Price in cash within ten (10) business days after receipt of exercise shall be notice from the date of delivery of the duly executed Notice of Exercise. The Company Warrant Agent that such Warrants have been submitted for exercise. (f) This Warrant shall not be obligated to issue exercisable by a Registered Holder in any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will state where such exercise would be issued as soon as is practical after exerciseunlawful.

Exercise. Subject This Warrant may be exercised by the Holder hereof (but only on the conditions herein set forth) as to this Agreement and all or any increment or increments of One Hundred (100) Shares (or the Planbalance of the Shares if less than such number), unless the Administrator determines otherwise, you may upon delivery of written notice of intent to exercise the Option only by a written “Notice of Exercise” to the Company at the following address: 745 Birginal Drive, Bensenville, IL 6010-1212 or its designee on such other address as the Company shall designate in a form specified written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by the surrender of the Note or portion thereof having an outstanding principal balance equal to the aggregate Exercise Price or (iii) by the surrender of a portion of this Warrant having a fair market value equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company on shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or before certificates for the date total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder (subject to Sections 4 and 5 hereof). If this Warrant shall be exercised with respect to less than all of the Option expires. Unless Shares, the Administrator determines otherwise, each such Notice must: a. state your election Holder shall be entitled to exercise the Option and receive a new Warrant covering the number of Shares with in respect to of which you are exercising the Option; b. be signed by you or, if you this Warrant shall not have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methodsbeen exercised, which method(s) new Warrant shall in all other respects be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable identical to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of ExerciseWarrant. The Company shall not covenants and agrees that it will pay when due any and all state and federal issue taxes (exclusive of any taxes based upon the income of Holder) which may be obligated to issue payable in respect of the issuance of this Warrant or the issuance of any shares Shares upon exercise of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisethis Warrant.

Exercise. Subject (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the Planperson entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, unless the Administrator determines otherwiseWarrant Agent shall deposit the proceeds received from the exercise of a Warrant, you may and promptly after clearance of checks received in payment of the Purchase Price pursuant to such Warrants, cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise, (plus a certificate for any remaining unexercised Warrants of the Registered Holder). Notwithstanding the foregoing, in the case of payment made in the form of a check drawn on an account of ▇▇▇▇▇ or such other investment banks and brokerage houses as the Company shall approve, certificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the Option only by a written “Notice of Exercise” funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or its designee on a form specified by as the Company may direct in writing. (b) If on the Exercise Date in respect of the exercise of any Warrant, (i) the market price of the Company's Common Stock is greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant was not held in a discretionary account, (iv) disclosure of compensation arrangements was made both at the time of the original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such regulation or before any successor regulation or rule may be in effect as of such time of exercise) promulgated under the date Securities Exchange Act of 1934, then the Option expiresWarrant Agent, simultaneously with the receipt of the proceeds upon exercise of the Warrant(s) so exercised shall pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Purchase Price to ▇▇▇▇▇ (of which a portion may be reallowed to the dealer who solicited the exercise). Unless the Administrator determines otherwise, each such Notice must: a. state your election to Within five days after exercise the Option and Warrant Agent shall send ▇▇▇▇▇ a copy of the reverse side of each Warrant exercised. ▇▇▇▇▇ shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, ▇▇▇▇▇ may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of ▇▇▇▇▇. Market price shall be determined in accordance with the provisions of Section 10. (c) The Registered Holder may, at its option, exchange this Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabledthis Section (4)(c), by surrendering the party entitled to exercise Warrant Certificate at the Option; c. contain such representations as principal office of the Company reasonably requires; and d. be or at the office of its stock transfer agent, accompanied by payment a notice stating such Registered Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the Exercise Price in full through one, or a combination, date on which the Registered Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the following payment methods, which method(s) shall be indicated date specified in the Notice of Exercise: i. cashier's or certified check in Exchange or, if later, the amount date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the Exercise Price payable shares remaining subject to such Warrant, shall be issued as of the Exchange Date and delivered to the order Registered Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of the Company; ii. direction Warrant Shares (rounded to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalentsnext highest integer) equal to (i) the Exercise Price, for number of Warrant Shares specified by the Registerd Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares with respect equal to which the Option is being exercised, as part quotient obtained by dividing (A) the product of the Total Number and the existing Purchase Price by (B) the current market value of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares share of Common Stock with a Fair Market Value on Stock. Current market value shall have the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check ormeaning set forth Section 10(a) hereof, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), except that for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (Aexercise, as used in such Section 10(a) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, shall mean the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseExchange Date.

Exercise. Subject The rights represented by this Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to this Agreement the Company at its address set forth on the signature page hereto (or at such other address as it may designate by notice in writing to the Holder): (A) An executed Notice of Exercise in the form attached hereto; (B) Payment of the Exercise Price either (i) in cash or by check or (ii) pursuant to Section 2.2 below; and (C) This Warrant. Execution and delivery of the PlanNotice of Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares, unless if any. Certificates for shares purchased hereunder shall be transmitted by the Administrator determines otherwisetransfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system, you may exercise and otherwise by physical delivery to the Option only address specified by a written “the Holder in the Notice of Exercise within three business days from the delivery to the Company of the Notice of Exercise” , surrender of this Warrant and payment of the aggregate Exercise Price as set forth above. This Warrant shall be deemed to the Company or its designee have been exercised on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, Exercise Price is received by the party entitled Company. The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the Option; c. contain holder of record of such representations as shares on the Company reasonably requires; and d. be accompanied by date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, 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 close of business on the next succeeding date on which the stock transfer books are open. Subject to the final sentence of this paragraph and to the extent permitted by law, the Company’s obligations to issue and deliver Exercise Shares in full through oneaccordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or a combinationany setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction any obligation to the Company through your Notice or any violation or alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable Shares. The Holder shall, subject to the Company as your agent following proviso, have the right to pursue any remedies available to it hereunder, at law or in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Priceequity including, for the Shares without limitation, a decree of specific performance and/or injunctive relief with respect to which the Option is being exercised, Company’s failure to timely deliver Exercise Shares upon exercise of this Warrant as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender required pursuant to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercisedterms hereof; provided, however, that you may not surrender (turn in) previously held notwithstanding anything to the contrary in this Warrant or owned Common Stock of in the Purchase Agreements, if the Company is for any reason unable to deliver Exercise Shares upon exercise of this Warrant as payment unless you have held such stock for more than six months before required pursuant to the surrender. For purposes terms hereof, the date Company shall have no obligation to pay to the Holder any cash or other consideration or otherwise “net cash settle” this Warrant. Except for cash in lieu of exercise shall fractional shares as provided in Section 5, this Warrant may not be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, settled by the Company withholding from for cash to the shares Holder in lieu of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseStock.

Exercise. Subject to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the Option (a) A WARRANT shall be exercisable only by a written “Notice the registered holder (HOLDER or its assignee) surrendering it, together with the subscription form set forth in the WARRANT duly executed, accompanied by payment, in full, in lawful money of Exercise” the United States, of the Warrant Exercise Price for each full Share as to which the WARRANT is exercised, to the Warrant Agent. The Company shall act as its own Warrant Agent, and can be reached by phone at (403) 264-6300 or by ▇▇▇▇ ▇▇ ▇▇▇▇ - 4th Street SE, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ give notice to the registered HOLDER of WARRANTS of any change in the address of, or in the designation of, its designee on Warrant Agent. (b) A WARRANT may be exercised wholly or in part. If a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwiseWARRANT is only exercised in part, each such Notice must: a. state your election to exercise the Option and a new WARRANT for the number of Shares with respect as to which you are exercising the Option; b. be signed by you or, if you WARRANT shall not have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) been exercised shall be indicated in issued to the Notice registered HOLDER. (c) As soon as practicable after the exercise of Exercise: i. cashier's any WARRANT, the COMPANY shall issue to or certified check in the amount of the Exercise Price payable to upon the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share registered HOLDER a certificate or certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to number of full Shares which he is entitled, registered in such name or names as may be directed by him. Neither the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for WARRANT nor the Shares with respect to which issuable upon exercise of a WARRANT have been registered under the Option is being exercisedSecurities Act of 1933, as part amended. HOLDER hereof and thereof shall be subject to such restrictions imposed by the Securities Act of 1933, as amended, upon the sale or other disposition thereof. (d) All Shares issued upon exercise of a cashless exercise;WARRANT shall be validly issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of the issue thereof and all costs of issuance. However, the registered HOLDER shall pay all taxes imposed in connection with any transfer, even if involved in an issue of a certificate, and the COMPANY shall not be required to issue or deliver any stock certificate in such case until the tax shall have been paid. iii. unless (e) Each person in whose name any such certificate for Shares is issued shall for all purposes be deemed to have become the Administrator determines otherwise, by surrender to the Company holder of record of such shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part on which the WARRANT was surrendered and payment of the Warrant Exercise Price (with any balance paid by cash or check orand applicable taxes was made, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock irrespective of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwisesuch certificate, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwiseexcept that, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on if the date of exercise equal to all or part such surrender and payment is a date when the stock transfer books of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereofCOMPANY are closed, the date of person or persons entitled to receive Shares upon such exercise shall be considered the record holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open and shall be entitled to receive only dividends or distributions which are payable to holders of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for record after that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisedate.

Exercise. Subject Each Warrant may be exercised by the Registered Holder thereof at any time on or after the date hereof, but not after the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the Planperson entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Registered Holder), unless prior to the Administrator determines otherwisedate of issuance of such certificates the Company shall instruct the Warrant Agent to refrain from causing such issuance of certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds received, you may exercise the Option only by a written “Notice of Exercise” Warrant Agent shall promptly remit the payment received for the Warrant to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price may direct in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisewriting.

Exercise. Subject to this Agreement and This Option may be exercised or surrendered during the Plan, unless the Administrator determines otherwise, you may exercise the Option Holder's lifetime only by a written “Notice of Exercise” to the Company Holder or its designee on a form specified his/her guardian or legal representative. THIS OPTION SHALL NOT BE TRANSFERABLE BY THE HOLDER OTHERWISE THAN BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION, SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN. This Option shall vest and be exercisable as follows: Cumulative Shares Vesting Date Shares Vested at Vesting Date Vested at Vesting Date ------------ ----------------------------- ---------------------- This Option shall be exercised by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash Holder (or acceptable cash equivalentsby her executors, administrators, guardian or legal representative) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid Shares, by cash or check orthe giving of written notice of exercise to the Company, unless specifying the Administrator determines otherwisenumber of Shares to be purchased, deducted from salary or other amounts payable to you), accompanied by payment of the full purchase price for the Shares being purchased. Full payment of such purchase price shall be made at the time of exercise and shall be made (i) in cash or by certified check or bank check or wire transfer of immediately available funds, (ii) with respect to which the Option is being exercised; providedconsent of the Company, howeverby tendering previously acquired Shares (valued at its Fair Market Value (as defined in the Plan), that you may not surrender (turn in) previously held or owned Common Stock of as determined by the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, of the date of exercise tender), or (iii) with the consent of the Company, a combination of (i) and (ii). Such notice of exercise, accompanied by such payment, shall be delivered to the date of delivery of (A) Company at its principal business office or such other office as the duly executed Notice of Exercise Company may from time to time direct, and (B) shall be in such form, containing such further provisions as the shares tendered Company may from time to time prescribe. In no event may this Option be exercised for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance a fraction of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of ExerciseShare. The Company shall not be obligated effect the transfer of Shares purchased pursuant to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued an Option as soon as practicable, and, within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. No person exercising this Option shall have any of the rights of a holder of Shares subject to this Option until certificates for such Shares shall have been issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is practical after exerciseprior to the date of such issuance.

Exercise. Subject to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the Option (a) Any or all Warrants shall be exercisable only by the Registered Holder and only by delivery to the Warrant Agent on or after the Initial Exercise Date and on or before the applicable Expiration Date (i) at the Corporate Agency Office (A) a written “Notice notice of Exercise” such Registered Holder’s election to exercise Warrants, duly executed by such Registered Holder or such Registered Holder’s duly authorized attorney (which, in the case of Warrants evidenced by a Warrant Certificate, shall be in the form set forth on the reverse of, or attached to, such Warrant Certificate and in the case of Warrants not evidenced by a Warrant Certificate, a notice containing substantially the same information required by such form), which notice shall specify the number of Warrants to be exercised by such Holder and (B) any Warrant Certificate evidencing such Warrants and (b) payment by official bank or certified check made payable to the Company or its designee by wire transfer of an amount equal to the applicable Exercise Price in good funds in accordance with the terms of this Agreement. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date when all of the conditions to exercise have been satisfied and the person entitled to receive the Ordinary Shares deliverable upon such exercise shall be treated for all purposes as the holder of those Ordinary Shares as of the close of business on such date, provided that the payment of the exercise price is cleared. As soon as practicable on or after the date of exercise, the Warrant Agent shall deposit the proceeds received from the exercise of any Warrant into a form specified by segregated account and shall notify the Company on or before in writing of such exercise. Promptly following the clearance of payment of the Exercise Price, and in any event within five days after the date of such notice from the Option expiresWarrant Agent (but only if the payment of the Exercise Price is cleared by that date), the Warrant Agent, on behalf of the Company, shall cause the Transfer Agent to issue and deliver to the person or persons entitled to receive the same, the Ordinary Shares deliverable upon such exercise. Unless The Warrant Agent shall remit any and all amounts received upon the Administrator determines otherwiseexercise of Warrants (the "Warrant Proceeds") to the Company (or as the Company may direct in writing) promptly after the clearance of the funds and the issuance of the Ordinary Shares purchased. If fewer than all the Warrants represented by a Warrant Certificate are exercised, each such Notice must: a. state your election to exercise Warrant Certificate shall be surrendered and a new Warrant Certificate of the Option same tenor and for the number of Shares Warrants which were not exercised shall be executed by the Company. The Warrant Agent shall countersign the new Warrant Certificate, registered in the name of the Registered Holder of the original Warrant Certificate, or as otherwise directed in writing by such Registered Holder and otherwise in accordance with the provisions of this Agreement, and shall deliver the new Warrant Certificate to the person or persons in whose name such new Warrant Certificate is so registered. (b) Notwithstanding the aforementioned, the following provisions will apply with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, exercise of the Warrants held of record by the party entitled TASE Nominee (it being understood that these procedures would not apply to any Warrants held by the TASE Nominee through its account with The Depository Trust Company): (1) A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date when all of the conditions to exercise set forth in paragraph (2) below have been satisfied and the Option; c. contain such representations TASE Nominee shall be treated for all purposes as the holder of the Ordinary Shares deliverable upon the exercise of the Warrant as of the close of business on such date. (2) In lieu of the procedures for exercise set forth in Section 4(a) above, the TASE Nominee may exercise its Warrants at any time on or after the Initial Exercise Date but not after the applicable Expiration Date by (i) delivery directly to the Company reasonably requires; and d. of an exercise notice (which may be accompanied by in Hebrew) and in form agreed between the Company and the TASE Nominee and (ii) payment of the Exercise Price in full through one, or a combination, NIS in accordance with the representative rate most recently published by the Bank of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable Israel prior to the order date of the Company; iiexercise. direction to The method of payment will be as agreed between the Company through your Notice of Exercise to send and the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iiiTASE Nominee. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on On the date of exercise equal or as soon as practicable thereafter, the TASE Nominee shall deliver for cancellation to all or part the Company any Warrant Certificates evidencing the Warrants exercised; it being understood that any failure to deliver shall affect the validity of the Exercise Price exercise. (with any balance paid by cash 3) As soon as practicable on or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, after the date of exercise by the TASE Nominee, the Company shall be notify the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment Warrant Agent in writing of the Exercise Price;number of Warrants exercised by the TASE Nominee and shall deliver to the Warrant Agent any Warrant Certificates evidencing the Warrants exercised. The Warrant Agent shall promptly thereafter cause the Transfer Agent to issue and deliver to the TASE Nominee the Ordinary Shares deliverable upon such exercise and the Warrant Agent shall, if fewer than all Warrants evidenced by a Warrant Certificate were exercised, issue and deliver to the TASE Nominee a Warrant Certificate for any remaining unexercised Warrants evidenced by the Warrant Certificate being exercised. iv. unless (c) The Warrants are not exercisable unless, at the Administrator determines otherwisetime of exercise, attestation of ownership of Common Stock and the Company has a current prospectus covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, or such issuance is exempt under the and the Ordinary Shares have been registered, qualified or deemed to be exempt under the U.S. federal securities laws and under the securities or “blue sky” laws of the states of residence of the exercising U.S. holder of the Warrants. The Company has filed a net number registration statement of shares upon Option exercise; or v. unless which the Administrator determines otherwiseProspectus is a part, which registration statement has been declared effective by the Company withholding from SEC, covering the shares issuance of Common Stock otherwise the Warrants and the Ordinary Shares issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of ExerciseWarrants. The Company will in good faith and as expeditiously as reasonably possible, endeavor to maintain such registration statement effective and keep the Prospectus current. Unless notified to the contrary by the Company or its counsel, the Warrant Agent shall be entitled to assume that it may issue Ordinary Shares upon the exercise of Warrants in compliance with all applicable federal and state securities laws. In no event shall the Registered Holder of a Warrant be entitled to receive any monetary damages if the issuance of the Ordinary Shares underlying the Warrants is not be obligated covered by an effective registration statement or current prospectus. (d) Notwithstanding anything to issue any shares the contrary contained in this Agreement, in accordance with applicable TASE Directives and as long as the Company’s Ordinary Shares are traded on TASE, no exercise of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock Warrants will be issued permitted on the record date for the following events: (i) a distribution of bonus shares; (ii) a rights offering; (iii) a distribution of dividends; (iv) a unification of capital; (v) a stock split; or (vi) a reduction in capital (any of the foregoing “Company Event”). In addition, if the “X Date” (as soon such term is defined in the TASE Directives) occurs prior to the record date of such Company Event, no exercise of Warrants will be permitted on such X Date. “TASE Directives” means the directives, rules and regulations published by the TASE, as is practical after exerciseestablished from time to time.

Exercise. Subject to compliance with all applicable securities laws, -------- this Agreement and the Plan, unless the Administrator determines otherwise, you Warrant may exercise the Option only by a written “Notice of Exercise” be exercised at any time or from time to the Company or its designee on a form specified by the Company time on or before the date Expiration Date, for all, or a portion, of the Option expires. Unless 200,000 shares of Warrant Stock issuable upon exercise of this Warrant (as such number of shares may be adjusted pursuant to the Administrator determines otherwiseprovisions set forth below), each such Notice must: a. state your election by surrendering this Warrant at the principal office of the Company at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, with the subscription form attached hereto as Exhibit 1 duly --------- executed by the Registered Holder, and payment, in cash and/or cancellation of bona fide indebtedness of the Company to exercise the Option and Registered Holder, of an amount equal to the product obtained by multiplying (i) the number of Shares with respect shares of Warrant Stock to which you are exercising be purchased by the Option; b. be signed Registered Holder by you or(ii) the Warrant Price or adjusted Warrant Price therefor, if you have died or become disabledapplicable, by as determined in accordance with the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) terms hereof. This Warrant shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable deemed to have been exercised immediately prior to the order close of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. As soon as practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of whole shares of Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share equal to all or part such fraction of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common current fair market value of one whole share of Warrant Stock as of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise, as determined in good faith by the Company's Board of Directors. No fractional shares may be issued upon any exercise of this Warrant, and any fractions shall be rounded down to the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the nearest whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseshares.

Exercise. (1) Subject to this Agreement and the Planlimitation set forth in subsection 4.1(2), unless holders of Warrants may at any time prior to the Administrator determines otherwise, you may Expiry Time exercise the Option only right thereby conferred to be issued Common Shares by a written “Notice of Exercise” surrendering to the Company Warrant Agent at its principal offices in Vancouver, British Columbia or its designee to any other person or at any other place designated by Crystallex with the approval of the Warrant Agent, during normal business hours on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each business day at such Notice mustplace: a. state your election (a) a certified cheque or bank draft payable to exercise the Option Warrant Agent in an amount equal to the product of the Exercise Price and the number of Shares with respect to which you are exercising the OptionWarrants being exercised; b. be signed by you or, if you have died or become disabled, by (b) the party entitled to exercise the OptionWarrant Certificate(s) evidencing such Warrants; c. contain (c) a duly completed and executed notice of exercise substantially in the form set out in Appendix 1 to such representations as the Company reasonably requiresWarrant Certificate(s); and d. (d) such other documents as may be accompanied contemplated by payment the Warrant Certificates(s). Notwithstanding the foregoing, a Warrantholder may exercise the Warrants by delivering to the Warrant Agent a facsimile transmission of copies of the documents referred to in (b) and (c) above and a wire transfer to an account of Crystallex in an amount equal to the product of the Exercise Price and the number of Warrants being exercised, provided that the originals of each of the documents referred to in full through one(b) and (c) above are received by the Warrant Agent or other person as may be designated herein within three business days of the date of such facsimile transmission. (2) Any certified cheque, bank draft or wire transfer, Warrant Certificate or notice of exercise referred to in subsection 4.1 (1) will be deemed to have been surrendered only on personal delivery thereof to, or, if sent by mail or other means of transmission, on actual receipt thereof by, the Warrant Agent or one of the other persons at the office or one of the other places specified in subsection 4.1 (1) provided however that if exercise is made by facsimile transmission as set out in subsection 4.1 (1) the documentation referred to therein will be deemed to be surrendered as at the date of the facsimile transmission in the event the original documentation referred to therein is received by the Warrant Agent or other person as designated therein within three business days of the date of the facsimile transmission. (3) Any notice of exercise referred to in subsection 4.1(1) must be signed by the Warrantholder, or a combinationsuch Warrantholder=s executors, of the following payment methods, which method(s) shall be indicated administrators or other legal representatives or his attorney duly appointed by an instrument in the Notice of Exercise: i. cashier's or certified check writing in the amount of the Exercise Price payable form and execution satisfactory to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates Warrant Agent, acting reasonably, and, if any Common Shares thereby issuable are to be issued under this Option to a licensed broker acceptable to person or persons other than the Company as your agent in exchange for Warrantholder, must specify the broker's tendering to name or names and the Company cash (address or acceptable cash equivalents) equal to addresses of each such person or persons and the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares number of Common Stock with a Fair Market Value on the date of exercise equal Shares to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable be issued to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held each such stock for person if more than six months before one is so specified. Back to Contents (4) The holder of any Warrant Certificate who wishes to exercise the surrender. For purposes hereof, Warrants evidenced by such Warrant Certificate may exercise less than all of such Warrants and in the date case of any such partial exercise shall be entitled to receive a Warrant Certificate, in form, signed and certified in accordance with the date provisions of delivery Article 2, evidencing the number of Warrants held by the Warrantholder which remain unexercised. Such Warrant Certificate will be delivered by the Warrant Agent to the holder concurrently with the certificates representing the Common Shares issued on partial exercise of such holder’s Warrants. (5) Each person exercising Warrants must provide Crystallex with (A) either (i) written certification as to facts that would evidence that such person exercising such Warrants in compliance with an exemption from registration under the duly executed Notice U.S. Securities Act or (ii) a written opinion of Exercise counsel acceptable to Crystallex to the effect that the Warrants and the Common Shares delivered upon exercise thereof have been registered under the U.S. Securities Act or are exempt from registration thereunder, together with (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable written certification as to you upon such other material reflecting that the exercise of is exempt from registration as the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseCorporation may reasonably request.

Exercise. Subject to this Agreement (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” subject to the Company conditions set forth herein and in the applicable Warrant Certificate. Warrants may be exercised by their holders as follows: The exercise of Warrants shall be accomplished upon surrender of the Warrant Certificate evidencing such Warrants, with the Subscription Form (cash or cashless) on the reverse side thereof duly filled in and executed, to the Warrant Agent at its designee on a form specified by business office, together with payment to the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment Warrant Agent of the Exercise Price in full through one, or a combination, (as of the following payment methods, which method(sdate of such surrender) shall be indicated of the Warrants then being exercised (in the Notice case of Exercise:an exercise for cash) and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of such exercise. i. cashier's or certified check in the amount (b) Payment of the Exercise Price (if applicable) and other amounts may be made by wire transfer of good funds, or by certified or bank cashier's check, payable in lawful money of the United States of America for the benefit of the Company and deliver such payment to the Warrant Agent who shall in turn deliver the payment to the Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a Warrant. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and upon exercise thereof, the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of the securities issuable thereby as of the close of business on the Exercise Date. . As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised in the manner described in this subsection (a), the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause payment in cash or by check made payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) , equal to the Exercise PricePrice of such Warrants (if applicable), for to be deposited promptly in the Shares with respect Company's bank account or paid directly to which the Option is being exercisedCompany, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, specified by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option Company. (or portion thereofc) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated required to issue any fractional shares on the exercise of Common Stock until you have paid Warrants. Warrants may be exercised only in such multiples as are required to permit the total Exercise Price issuance by the Company of one or more whole shares. If one or more Warrants shall be presented for that exercise in full at the same time by the same Registered Holder, the number of whole shares which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares purchasable on exercise of the Warrants presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current Market Price of a share of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseStock.

Exercise. Subject This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) as to this Agreement and all or any increment or increments of one hundred (100) Shares (or the Planbalance of the Shares if less than such number), unless the Administrator determines otherwise, you may upon delivery of written notice of intent to exercise the Option only by a written “Notice of Exercise” to the Company at the following address: ▇▇▇ ▇▇▇▇▇ ▇▇▇, Southampton, PA 18966-3877 or its designee on such other address as the Company shall designate in a form specified written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by the surrender of a portion of this Warrant where the Shares subject to the portion of this Warrant that is surrendered have a Fair Market Value (as defined in Section 4(c) below) equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company on shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or before certificates for the date total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Option expires. Unless Shares, the Administrator determines otherwise, each such Notice must: a. state your election Holder shall be entitled to exercise the Option and receive a new Warrant covering the number of Shares with in respect to of which you are exercising the Option; b. be signed by you or, if you this Warrant shall not have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methodsbeen exercised, which method(s) new Warrant shall in all other respects be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable identical to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of ExerciseWarrant. The Company shall not covenants and agrees that it will pay when due any and all state and federal issue taxes which may be obligated to issue payable in respect of the issuance of this Warrant or the issuance of any shares Shares upon exercise of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisethis Warrant.

Exercise. Subject to this Agreement and the Plan(a) Except as otherwise provided in sub-paragraph (f) below, unless the Administrator determines otherwise, you may exercise the Option a WARRANT shall be exercisable only by a written “Notice the registered HOLDER surrendering it, together with the subscription form set forth in the WARRANT duly executed, accompanied by payment, in full, in lawful money of Exercise” the United States, of the Warrant Exercise Price for each full Share as to which the WARRANT is exercised, to the Company Warrant Agent. The Warrant Agent is the COMPANY's Transfer Agent, Olde Monmouth Stock Transfer Co., ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. The COMPANY shall give notice to the registered HOLDERS of WARRANTS of any change in the address of, or in the designation of, its designee on Warrant Agent. (b) A WARRANT may be exercised wholly or in part. If a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwiseWARRANT is only exercised in part, each such Notice must: a. state your election to exercise the Option and a new WARRANT for the number of Shares with respect as to which you are exercising the Option; b. be signed by you or, if you WARRANT shall not have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) been exercised shall be indicated in issued to the Notice registered HOLDER. (c) As soon as practicable after the exercise of Exercise: i. cashier's any WARRANT, the COMPANY shall issue to or certified check in the amount of the Exercise Price payable to upon the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share registered HOLDER a certificate or certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash number of full Shares which he is entitled, registered in such name or names as may be directed by him. (or acceptable cash equivalentsd) equal to the Exercise Price, for the All Shares with respect to which the Option is being exercised, as part issued upon exercise of a cashless exercise;WARRANT shall be validly issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of the issue thereof. However, the registered HOLDER shall pay all taxes imposed in connection with any transfer, even if involved in an issue of a certificate, and the COMPANY shall not be required to issue or deliver any stock certificate in such case until the tax shall have been paid. iii. unless (e) Each person in whose name any such certificate for Shares is issued shall for all purposes be deemed to have become the Administrator determines otherwise, by surrender to the Company holder of record of such shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part on which the WARRANT was surrendered and payment of the Warrant Exercise Price (with any balance paid by cash or check orand applicable taxes was made, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock irrespective of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwisesuch certificate, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwiseexcept that, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on if the date of exercise equal to all or part such surrender and payment is a date when the stock transfer books of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereofCOMPANY are closed, the date of person or persons entitled to receive Shares upon such exercise shall be considered the record holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open and shall be entitled to receive only dividends or distributions which are payable to holders of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for record after that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisedate.

Exercise. Subject to this Agreement the provisions of Sections 4, 7 and 8, the PlanWarrants, unless the Administrator determines otherwise, you may exercise the Option only when evidenced by a written “Notice of Exercise” to the Company or its designee on Warrant Certificate, may be exercised at a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash price (or acceptable cash equivalents) equal to the "Exercise Price") of $6.00 per share, for the Shares with respect to which the Option is being exercisedin whole or in part, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value commencing on the date of exercise equal issuance ("Initial Exercise Date") and terminating on December 31, 2001, unless extended by the Company's Board of Directors ("Exercise Period"), at any time during such period that the Company's Registration Statement with respect to all or part the Warrant Shares is effective and current. The Company shall promptly notify the Warrant Agent of the effectiveness of such Registration Statement, any suspension of effectiveness and of any such extension of the Exercise Price Periods. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date ("Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and will be delivered together with any balance paid payment to the Warrant Agent at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ("Corporate Office") or such other place as designated by the Company, in cash or check orby official bank or certified check, unless of an amount equal to the Administrator determines otherwiseaggregate Exercise Price, deducted from salary or other amounts payable to you), for in lawful money of the United States of America. Unless Warrant Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock be issued as provided herein, the person entitled to receive the number of Warrant Shares deliverable on such exercise shall be treated for all purposes as the holder of such Warrant Shares as of the close of business on the Exercise date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares set forth in Section 4 have been satisfied as of the Exercise Date. If any one of the conditions precedent set forth in Section 4 are not satisfied as of the Exercise Date, the Warrant Agent shall request written instructions from the Company as payment unless you have held such stock for more than six months before to whether to return the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise Warrant and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the pertinent Exercise Price (rounded down, with any balance paid by cash to the exercising Registered Holder or check or, unless to hold the Administrator determines otherwise, deducted from salary or other amounts payable to you on same until all such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exerciseconditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and in any event prior to the pertinent Expiration Date, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. The Warrant Agent shall promptly notify the Company in writing of any exercise and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the pertinent Exercise Price to be promptly made to the order of the Company. Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into a segregated account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent while acting in the capacity as Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the shareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. A detailed accounting statement relating to the number of shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. This will serve as an interim accounting for the Company's use during the exercise periods. A complete accounting will be made by the Warrant Agent to the Company concerning all persons exercising Warrants, the number of shares issued and the amounts paid at the completion of the Exercise Period. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and purchased the shares of Common Stock until you have paid prior to the total Exercise Price record date fixed by the Board of Directors of the Company for that number the determination of shares holders of Common Stock you have elected entitled to purchase. Shares of Common Stock will be issued as soon as is practical after exercisesuch dividend or other right.

Exercise. Subject (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not later than the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, and the Planperson entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, unless the Administrator determines otherwiseWarrant Agent shall deposit the proceeds received from the exercise of a Warrant, you may and promptly after clearance of checks received in payment of the Purchase Price pursuant to such Warrants, cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Option only by Registered Holder). Notwithstanding the foregoing, in the case of payment made in the form of a written “Notice check drawn on an account of Exercise” RAS or such other investment banks and brokerage houses as the Company shall approve, certificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; andmay direct in writing. d. be accompanied by payment (b) If on the Exercise Date in respect of the Exercise Price exercise of any Warrant, (i) the current market value (determined as provided in full through one, or a combination, of the following payment methods, which method(sSection 10 hereof) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on is greater than the date of exercise equal to all or part then Purchase Price of the Exercise Price Warrant, (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn inii) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option Warrant was solicited by a member of the NASD, (or portion thereofiii) the whole number Warrant was not held in a discretionary account, (iv) disclosure of shares with a Fair Market Value on compensation arrangements was made both at the date of exercise equal to all or part time of the Exercise Price original offering and at the time of exercise; and (rounded downv) the solicitation of the exercise of the Warrant was not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, with as amended (as such regulation or any balance paid by cash successor regulation or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on rule may be in effect as of such date time of exercise), then the Warrant Agent, simultaneously with the receipt of the proceeds of the exercise of the Warrant(s) so exercised shall pay from such proceeds, a fee of 5% of the Purchase Price to RAS (of which up to 1% may be re-allowed to the dealer who solicited the exercise). For purposes hereofWithin five days after exercise of a Warrant, the date Warrant Agent shall send RAS a copy of exercise the reverse side of each Warrant exercised. RAS shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). Market price shall be determined in accordance with the date provisions of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseSection 10.

Exercise. Subject The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to this Agreement and the Plantime, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” prior to the Company or its designee on a form specified by expiration of the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabledterm set forth in Section 2 above, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of at its principal office a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date notice of exercise equal to all or part in the form attached hereto as Exhibit I(the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless purchase price in accordance with the Administrator determines otherwiseterms set forth below, attestation of ownership of Common Stock and issuance of in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a net certificate for the number of shares upon Option exercise; or v. unless of Preferred Stock purchased and shall execute the Administrator determines otherwise, by acknowledgment of exercise in the Company withholding from form attached hereto as Exhibit II (the shares "Acknowledgment of Common Stock otherwise issuable to you upon Exercise") indicating the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal which remain subject to all or part of the future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (rounded down, with any balance paid i) by cash or check orcheck, unless or (ii) by surrender of this Warrant Agreement for exercise pursuant to the Administrator determines otherwise"Net Issuance" calculation as determined below. If the Warrantholder elects the Net Issuance method, deducted from salary or other amounts payable the Company will issue Preferred Stock in accordance with the following formula: Where: X= the number of shares of Preferred Stock to you on such date be issued to the Warrantholder. Y= the number of exercise)shares of Preferred Stock requested to be exercised under this Warrant Agreement. A= the fair market value of one (1) share of Preferred Stock. B= the Exercise Price. For purposes hereofof the above calculation, current fair market value of Preferred Stock shall mean with respect to each share of Preferred Stock: (i) if the date exercise is in connection with an initial public offering of exercise the Company's Common Stock, and if the Company's Registration Statement relating to such public offering has been declared effective by the SEC, then the fair market value per share shall be the date product of delivery of (x) the duly executed Notice of Exercise. The Company shall not be obligated initial "Price to issue any shares of Common Stock until you have paid Public" specified in the total Exercise Price for that final prospectus with respect to the offering and (y) the number of shares of Common Stock you have elected into which each share of Preferred Stock is convertible at the time of such exercise; (ii) if this Warrant is exercised after, and not in connection with the Company's initial public offering, and: (a) if traded on a securities exchange, the fair market value shall be deemed to purchase. Shares be the product of (x) the average of the closing prices over a five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock will into which each share of Preferred Stock is convertible at the time of such exercise; or (b) if actively traded over-the-counter, the fair market value shall be issued deemed to be the product of (x) the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; and (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the current fair market value of Preferred Stock shall be the product of (x) the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as soon as determined in good faith by its Board of Directors and (y) the number of shares of Common Stock into which each share of Preferred Stock is practical after convertible at the time of such exercise, unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the fair market value of Preferred Stock shall be deemed to be the value received by the holders of the Company's Preferred Stock on a common equivalent basis pursuant to such merger or acquisition. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Warrant Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Warrant Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

Exercise. Subject (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereafter set forth) as to this Agreement and all or any increment or increments of one hundred (100) Shares (or the Planbalance of the Shares if less than such number), unless the Administrator determines otherwise, you may upon delivery of written notice of intent to exercise the Option only by a written “Notice of Exercise” to the Company at the following address: 4815 ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇tention: Stev▇ ▇▇▇▇▇▇▇▇, ▇▇ such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or its designee on a form specified bank check, (ii) by the surrender of the Note or portion thereof having, an outstanding principal balance equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company on shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or before certificates for the date total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Option expiresShares, the Holder shall be entitled to receive a new Warrant covering, the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. Unless The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the Administrator determines otherwiseissuance of this Warrant or the issuance of any Shares upon exercise of this Warrant. (b) In lieu of exercising this Warrant pursuant to Section 3(a) above, each the Holder shall have the right to require the Company to convert this Warrant (as it may be adjusted pursuant to Section 5 hereof), in whole or in part and at any time or times into Shares (the "Conversion Right"), upon delivery of written notice of intent to convert to the Company at its address in Section 3(a) or such Notice must: a. state your election other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant. Upon exercise of the Option and Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any Exercise Price) that number of Shares which is equal to the quotient obtained by dividing (x) the net value of the number of Shares with respect to which you are Holder is then exercising the Option; b. be signed Conversion Right (determined by you or, if you have died or become disabled, by subtracting the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the aggregate Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which Holder is then exercising the Option is being exercised, as part of Conversion Right from a cashless exercise; iii. unless the Administrator determines otherwise, by surrender number equal to the Company product of shares of Common Stock with a (i) the Fair Market Value on the date per Share (as such term is defined in Section 5(b)) as at such time, multiplied by (ii) that number of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which Holder is then exercising the Option is being exercised; providedConversion Right), howeverby (y) the Fair Market Value per Share. Any references in any Warrants to the "exercise" of this Warrant, that you may not surrender (turn in) previously held or owned Common Stock and the use of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereofterm exercise herein, the date of exercise shall be the date of delivery of deemed to include (Awithout limitation) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the any exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseConversion Right.

Exercise. Subject (a) This Warrant may be exercised as to all or any lesser number of Shares covered hereby upon the surrender of this Agreement Warrant, with the Subscription Form attached hereto duly completed and executed, together with the Planfull purchase price in cash, unless the Administrator determines otherwiseor by certified or official bank check payable in United States Funds, you may exercise the Option only by a written “Notice for each Share of Exercise” to the Company as to which this Warrant is exercised, at the principal office of the Company, or its designee on a form specified by at such other office or agency as the Company may designate, on or before the expiration date of this Warrant (such surrender and payment being hereinafter called the Option expires"exercise of this Warrant"). Unless As soon as practicable after the Administrator determines otherwiseexercise of this Warrant, each such Notice must: a. state your election the holder hereof shall be entitled to exercise the Option and receive a certificate or certificates for the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died purchased upon such exercise and a new Warrant or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment Warrants representing any unexercised portion of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) this Warrant. This Warrant shall be indicated cancelled upon such exercise. Each person in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be whose name any certificate for Shares is issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Priceshall, for all purposes, be deemed to have become the holder of record of such Shares with respect to which at the Option is being exercised, as part close of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value business on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check orthis Warrant, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock irrespective of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) such certificates, except that if the duly executed Notice of Exercise and (B) the shares tendered for payment transfer books of the Exercise Price; ivCompany are closed on such date, such person shall be deemed to have become the holder of record of such Shares at the close of business on the next succeeding date on which the transfer books are open. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you Nothing in this Warrant shall be construed as conferring upon the exercise holder hereof any rights as a shareholder of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseCompany.

Exercise. Subject to this Agreement (a) Warrants in denominations of one or whole number multiples thereof may be exercised by the Registered Holder thereof commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” subject to the Company or conditions set forth herein and in the applicable Warrant Certificate. Warrants may be exercised by their holders as follows: The exercise of Warrants shall be accomplished upon surrender of the Warrant Certificate evidencing such Warrants, with the Subscription Form on the reverse side thereof duly filled in and executed, to the Warrant Agent at its designee on a form specified by business office, together with payment to the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment Warrant Agent of the Exercise Price in full through one, or a combination, (as of the following payment methodsdate of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by the Company, any other taxes or governmental charges which method(sthe Company may be required by law to collect in respect of such exercise. (b) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount Payment of the Exercise Price and other amounts may be made by wire transfer of good funds, or by certified or bank cashier's check, payable in lawful money of the United States of America to the order of the Company and deliver such payment to the Warrant Agent who shall in turn deliver the payment to the Company. No adjustment shall be made for any cash dividends, whether paid or declared, on any securities issuable upon exercise of a Warrant. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and upon exercise thereof, the person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of the securities issuable thereby as of the close of business on the Exercise Date. If Warrants in denominations other than whole number multiples thereof shall be exercised at one time by the same Registered Holder, the number of full shares of Common Stock which shall be issuable upon exercise thereof shall be computed on the basis of the aggregate number of full shares of Common Stock issuable upon such exercise. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if one or more Warrants have been exercised in the manner described in this subsection (a), the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. Upon the exercise of any one or more Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and, subject to subsection (b) below, shall cause payment in cash or by check made payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) , equal to the Exercise PricePrice of such Warrants, for to be deposited promptly in the Shares with respect Company's bank account or paid directly to which the Option is being exercisedCompany, as part specified by the Company. (c) The Company shall not be required to issue fractional shares on the exercise of a cashless exercise; iiiWarrants. unless Warrants may be exercised only in such multiples as are required to permit the Administrator determines otherwise, issuance by surrender to the Company of one or more whole shares. If one or more Warrants shall be presented for exercise in full at the same time by the same Registered Holder, the number of whole shares of Common Stock with a Fair Market Value which shall be issuable upon such exercise thereof shall be computed on the date of exercise equal to all or part basis of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net aggregate number of shares upon Option exercise; orpurchasable on exercise of the Warrants presented. If any fraction of a share would, except for the provisions provided herein, be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to such fraction multiplied by the then current Market Price of a share of Common Stock. v. unless (d) If at the Administrator determines time of exercise of any of the Warrants, the Company does not have in place an effective registration statement or is otherwise, in the good faith determination of the Board of Directors of the Company, precluded by the Company withholding applicable laws from issuing the shares of Common Stock otherwise issuable upon such exercise, the Company may (but is not required to), in lieu of issuance of those shares, elect to you upon redeem the Warrants duly surrendered for exercise for a price per Warrant equal to the difference between the Market Price of the Option (or portion thereof) the whole number a share of shares with a Fair Market Value Common Stock on the date of exercise equal to all or part of such submission and the Exercise Price (rounded downPrice, with any balance paid by cash or check or, unless and in the Administrator determines otherwise, deducted from salary or other amounts payable to you on event of such date of exercise). For purposes hereofredemption, the date Company will pay to the Registered Holder the above-described Redemption Price in cash within ten (10) business days after receipt of exercise shall be notice from the date of delivery of the duly executed Notice of Exercise. The Company Warrant Agent that such Warrants have been submitted for exercise. (e) This Warrant shall not be obligated to issue exercisable by a Registered Holder in any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will state where such exercise would be issued as soon as is practical after exerciseunlawful.

Exercise. Subject to The rights represented by this Agreement Warrant may be exercised in whole or in part at any time during the Exercise Period so long as the Exercise Shares for which this Warrant is being exercised are then vested and exercisable hereunder in accordance with Section 2.1, by delivery of the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” following to the Company at its address set forth above (or its designee on at such other address as it may designate by notice in writing to the Holder): (a) An executed Notice of Exercise in the form attached hereto; (b) Payment of the Exercise Price either (i) in cash or by check, or (ii) by cancellation of indebtedness; and (c) This Warrant. Upon the exercise of the rights represented by this Warrant, a form specified certificate or certificates for the Exercise Shares so purchased, registered in the name of the Holder or persons affiliated with the Holder, if the Holder so designates, shall be issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised. In the event that this Warrant is being exercised for less than all of the then-current number of Exercise Shares purchasable hereunder, the Company shall, concurrently with the issuance by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and of the number of Exercise Shares with respect for which this Warrant is then being exercised, issue a new Warrant exercisable for the remaining number of Exercise Shares purchasable hereunder. The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such shares on the date on which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by this Warrant was surrendered and payment of the Exercise Price in full through onewas made, or a combination, irrespective of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwisesuch certificate or certificates, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwiseexcept that, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on if the date of exercise equal to all or part such surrender and payment is a date when the stock transfer books of the Exercise Price (rounded downCompany are closed, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date of delivery of on which the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisestock transfer books are open.

Exercise. Subject to the conditions and limitations herein set forth, from and after the date hereof, this Agreement Warrant may be exercised in whole or in part at any time or from time to time after the date hereof and until 5:00 p.m., Eastern time, on the Plan, unless Expiration Date by the Administrator determines otherwise, you may exercise registered holder hereof by the Option only by a written “Notice surrender of Exercise” this Warrant (with the subscription form annexed hereto duly completed and executed) to the Company or at its designee on a form specified by principal office, together with payment to the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price for the shares of Warrant Stock to be purchased hereunder. If this Warrant shall be exercised in full through onepart, the registered holder shall be entitled to receive a new Warrant covering the number of shares in respect of which this Warrant shall not have been exercised. All Warrants surrendered for exercise shall be canceled. The person or persons in whose name or names any certificate or certificates representing shares of Warrant Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder or holders of record of the shares represented thereby at the close of business on the date upon which this Warrant is exercised, whether or not the stock transfer books of the Company shall then be closed. In lieu of or in addition to the foregoing, and only if the Common Stock is then publicly traded on the Nasdaq National Market (or equivalent) or a combinationnational securities exchange, the registered holder of this Warrant may elect to receive without the following payment methodsby such holder of any additional consideration, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable shares equal to the order value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company (with the subscription form annexed hereto duly completed and executed), at the principal office of the Company; ii. direction Thereupon, the Company shall issue to the Company through your Notice registered holder such number of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of fully paid and nonassessable shares of Common Stock with a Fair Market Value on as is computed using the date following formula: Y (A-B) ------- A where Y = the number of exercise equal to all or part shares covered by this Warrant in respect of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option net issue election is being exercised; provided, however, that you may not surrender (turn in) previously held or owned made pursuant to this paragraph. A = the fair market value of one share of Common Stock of at the Company as payment unless you have held such stock for more than six months before time the surrendernet issue election is made pursuant to this paragraph. B = the Warrant Price per share in effect under this Warrant at the time the net issue election is made pursuant to this paragraph. For purposes hereof, the date fair market value of exercise one share of Common Stock shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value closing sale price on the date of exercise equal to all or part of principal public market on which it is traded on the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisepreceding trading day.

Exercise. Subject Prior to the Expiration Date, this Agreement Warrant may be exercised by the Holder, as to all or less than all of the shares of Common Stock covered hereby, by surrender of this Warrant at the Company's principal office (for all purposes of this Warrant, 1▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ or such other address as the Company may advise the registered Holder hereof by notice given by certified or registered mail) with the form of election to subscribe attached hereto as Exhibit A duly executed and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice upon tender of Exercise” payment to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price for shares so purchased in full through onecash or by wired funds. Upon the date of such receipt by the Company (herein called the "Exercise Date"), or a combination, of the following payment methods, which method(s) this Warrant shall be indicated in deemed to have been exercised and the Notice person exercising the same shall become a holder of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company record of shares of Common Stock with a Fair Market Value on the date of exercise equal to all (or part of the Exercise Price other securities or property to which he or it is entitled upon such exercise) purchased hereunder for all purposes, and a certificate or certificates for such shares so purchased shall be delivered to the Holder or its transferee within a reasonable time (with any balance paid by cash or check ornot exceeding 10 days) after this Warrant shall have been exercised as set forth hereinabove. In the event that this Warrant is exercised in part, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), Company will execute and deliver a new Warrant of like tenor exercisable for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless remaining for which this Warrant may then be exercised. If this Warrant is not exercised on or prior to the Administrator determines otherwiseExpiration Date, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise this Warrant shall become void and all rights of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise Holder hereunder shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisecease.

Exercise. Subject to the provisions of this Agreement and the PlanAgreement, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” upon surrender to the Company or at its designee on principal office of a Warrant Certificate with the Election to Purchase substantially in the form specified by attached as Annex II to such Warrant Certificate duly executed, together with payment in accordance with the last sentence of this Section 4(b) of the applicable Exercise Price then in effect (the date of such surrender, the “Exercise Date”), the Company on shall issue and deliver promptly to the registered holder of such Warrant Certificate, a certificate or before certificates for the Warrant Shares or other securities or property to which the registered holder is entitled, registered in the name of such registered holder or, upon the written order of such registered holder, in such name or names as such registered holder may designate. Any certificate or certificates representing Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the holder of record of the Warrant Shares as of the date of the Option expiressurrender of such Warrant Certificate (together with such duly executed Form of Election to Purchase) and payment of the Exercise Price. Unless Payment of the Administrator determines otherwiseapplicable Exercise Price with respect to an exercise of Warrant pursuant to this Section 4(b) shall be made, each such Notice must: a. state your election to exercise at the Option and holder’s option, (x) in cash or (y) without the payment of cash, by reducing the number of Shares with respect shares of Class C Common Stock obtainable upon the exercise of such Warrant (an exercise as provided under this clause (y), a “Cashless Exercise”) so as to which you are exercising yield a number of shares of Class C Common Stock issued upon the Option; b. be signed by you or, exercise of such Warrant equal to the product of (A) the number of shares of Class C Common Stock that would have been issued if you have died or become disabled, by the party entitled to exercise Warrant being exercised had been exercised upon the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by full payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) a fraction, the shares tendered for payment numerator of which is the excess of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership current market price per share of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of applicable Exercise Date (determined in accordance with Section 7(f)) over the Exercise Price (rounded down, with any balance paid by cash or check or, unless as of such Exercise Date and the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date denominator of exercise). For purposes hereof, which is the date of exercise shall be the date of delivery current market price per share of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total as of such Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseDate (determined in accordance with Section 7(f)).

Exercise. Subject The purchase rights represented by this Warrant are exercisable by the Warrantholder, in whole or in part, at any time, or from time to this Agreement and time during the Planperiod set forth in Section 1 above, unless by tendering the Administrator determines otherwise, you may Company at its principal office a notice of exercise in the Option only by a written “form attached hereto as Exhibit A (the "Notice of Exercise” to "), duly completed and executed. Upon receipt of the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option of Exercise and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through oneaccordance with the terms set forth below, or the Company will issue to the Warrantholder a combination, certificate for the number of shares of Stock of the following payment methods, which method(s) shall be indicated in Company purchased and will execute the Notice of Exercise: i. cashier's Exercise indicating the number of shares of Stock which remain subject to future purchases, if any. The person or certified check persons in whose name(s) any certificate(s) representing shares of Stock will be issued upon exercise of this Warrant will be deemed to have become the amount holder(s) of record of the Exercise Price payable Shares represented thereby (and such shares will be deemed to have been issued) immediately prior to the order close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the Company; ii. direction to the Company through your Notice of Exercise to send the share rights represented by this Warrant, certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares so purchased will be delivered to the 2 Warrantholder or its designee as soon as practical and in any event within thirty (30) days after receipt of such notice and, unless this Warrant has been fully exercised or expired, a new Warrant representing the remaining portion of the Shares, if any, with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender this Warrant will not then have been exercised will also be issued to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued Warrantholder as soon as is practical after exercisepossible and in any event within such thirty (30) day period.

Exercise. Subject (a) This Warrant may be exercised by the Holder hereof as to all or any portion of the Underlying Shares, upon delivery of written notice to the Company, together with this Agreement original Warrant and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” (x) payment to the Company of the Aggregate Exercise Price or its designee on a form specified by (y) instruction to the Company to withhold a number of the Underlying Shares then issuable upon exercise of this Warrant with an aggregate value (determined on or before the basis of the average Market Price per share for the Company Common Stock on the last five Trading Days for such stock ended immediately prior to the applicable Exercise Date, as defined below) equal to such Aggregate Exercise Price (collectively, the “Exercise”, with the date the Option expiresof an Exercise being an “Exercise Date”). Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the The Exercise Price in full through one, or a combination, of the following payment methods, which method(s(if paid pursuant to clause (x) above) shall be indicated in payable by delivery by the Notice Holder of Exercise: i. cashier's a certified or certified official bank check in the amount of the Exercise Price payable to the order of the Company or wire transfer of immediately available funds to an account designated by the Company; ii. direction This Warrant shall be deemed to have been so exercised as of the applicable Exercise Date, and the Holder shall be entitled to receive the Underlying Shares issuable upon such Exercise and be treated for all purposes as the holder of record of the Underlying Shares as of such date. Upon the Exercise of this Warrant, the Company shall, within two (2) Business Days of the applicable Exercise Date (the “Underlying Share Delivery Date”), execute and deliver to the Company through your Notice Holder of Exercise to send this Warrant (a) a statement confirming the share certificates to be issued under total number of Underlying Shares for which this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option Warrant is being exercised, as part and (b) (i) if the Underlying Shares are issued in certificate form, a certificate or certificates for the number of a cashless exercise; iiiUnderlying Shares issuable upon such Exercise, or (ii) if the 3 Note to Draft: To be equal to common stock representing 0.85% of the Company’s fully diluted market capitalization. unless the Administrator determines otherwise, by surrender 4 Note to Draft: to be equal to the 30-day VWAP immediately prior to the Initial Issuance Date. ​ ​ Underlying Shares are issued in uncertificated form, a written confirmation evidencing the book-entry registration of such Underlying Shares in the Holder’s name; provided that if the Company fails to deliver to Holder such certificate or certificates (in the case of Underlying Shares issued in certificate form) or written confirmation (in the case of Underlying Shares issued in uncertificated form) by the Underlying Share Delivery Date, the Holder will have the right to rescind such Exercise. Any rescission by the Holder pursuant to this Section 4(a) shall not affect any other remedies available to the Holder under applicable law or equity or pursuant to Section 13 hereof as a result of the Company’s failure to timely deliver the Underlying Shares. If this Warrant shall be exercised with respect to less than all of the Underlying Shares, the Company shall deliver a new Warrant covering the number of Underlying Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Underlying Shares upon exercise. (b) In the event of any withholding of shares of Common Stock Underlying Shares pursuant to Section 4(a)(y) above where the number of the Underlying Shares then issuable upon exercise of this Warrant with a Fair Market Value on the date of exercise an aggregate value equal to all or part the Aggregate Exercise Price is not a whole number, the number of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Underlying Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, withheld by the Company withholding from shall be rounded up to the shares nearest whole share, and the Company shall make a cash payment to the Holder (by delivery of a certified or official bank check or by wire transfer of immediately available funds) based on the incremental fraction of Underlying Shares being so withheld by the Company in an amount equal to the product of (x) such incremental fraction of Underlying Shares being so withheld or surrendered multiplied by (y) the value per share of Underlying Shares (determined on the basis of the average Market Price per share for the Company Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal last five Trading Days for such stock ended immediately prior to all or part of the applicable Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exerciseDate). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercise.

Exercise. Subject to (a) This Warrant may be exercised in whole or in part by presentation of this Agreement Warrant with the Purchase Form as attached hereto duly completed and executed, together with payment of the PlanWarrant Price at the principal office of the Company. Payment of the Warrant Price may be made in cash, unless the Administrator determines otherwiseby wire transfer, you may exercise the Option only by a written “Notice of Exercise” check or pursuant to the Company or its designee on a form specified by provisions of Section 2(b) below. Upon surrender of the Warrant and payment of such Warrant Price as aforesaid, the Company on shall issue and cause to be delivered with all reasonable dispatch to or before upon the date written order of the Option expires. Unless Warrantholder and in such name or names as the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and Warrantholder may designate a certificate or certificates for the number of full Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you so purchased upon the exercise of the Option (Warrant, together with Fractional Warrants, as provided in Section 7 hereof, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or portion thereof) the whole number certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of shares with a Fair Market Value on record of such Shares as of the date of exercise equal to all or part the surrender of the Exercise Price (rounded down, with any balance paid by cash or check or, unless Warrant and the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery payment of the duly executed Notice Warrant Price, as aforesaid, notwithstanding that the certificates representing the Shares shall not actually have been delivered or that the stock transfer books of Exercise. The the Company shall not then be obligated closed. In the event that the Warrant is exercised in respect of less than all of the Shares specified herein at any time prior to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Termination Date, a new Warrant evidencing the remaining Shares of Common Stock will be issued as soon as is practical after exerciseby the Company.

Exercise. Subject This Warrant may be exercised as to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” to the Company all or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the any lesser number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock covered hereby upon surrender of this Warrant, with a Fair Market Value on the date of exercise equal to all or part of Subscription Form attached hereto duly executed, together with the full Exercise Price (with any balance paid in cash, or by cash certified or official bank check or, unless the Administrator determines otherwise, deducted from salary payable in New York Clearing House Funds or other amounts wire transfer payable to you), in immediately available federal funds for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership each share of Common Stock as to which this Warrant is exercised, at the office of the Company, AER Energy Resources, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other office or agency as the Company may designate in writing (such surrender and issuance payment hereinafter called the "Exercise of a net number this Warrant"). The "Date of shares upon Option exercise; or v. unless Exercise" of the Administrator determines otherwise, Warrant shall be defined as the date that the original Warrant and Subscription Form are received by the Company withholding from the shares of Common Stock otherwise issuable to you Company. This Warrant shall be canceled upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded downits Exercise, with any balance paid by cash or check orand, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereofas soon as practicable thereafter, the date of exercise Holder hereof shall be entitled to receive a certificate or certificates for the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected purchased upon such Exercise and a new Warrant or Warrants (containing terms identical to purchasethis Warrant) representing any unexercised portion of this Warrant. Shares Each person in whose name any certificate for shares of Common Stock will is issued shall, for all purposes, be issued deemed to have become the Holder of record of such shares on the Date of Exercise of this Warrant, irrespective of the date of delivery of such certificate. Nothing in this Warrant shall be construed as soon conferring upon the Holder hereof any rights as is practical after exercisea shareholder of the Company. 2.

Exercise. Subject This Warrant Certificate may be exercised at any time or from time to time on or after the date hereof; provided, however, that this Agreement Warrant Certificate shall be void and all rights represented hereby shall cease unless exercised in full before August 1, 2005 (the Plan"Expiration Date"). In order to exercise this Warrant Certificate, unless in whole or in part, the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” Holder hereof shall deliver to the Company at its principal office, or its designee on a form specified at such other office as shall be designated by the Company on or before pursuant to the date the Option expires. Unless the Administrator determines otherwise, each such Notice mustAgreement: a. state your (a) written notice of Holder's election to exercise the Option and this Warrant Certificate, which notice shall specify the number of Shares with respect shares [minimum of twenty five thousand (25,000)] of Common Stock to which you are exercising the Optionbe purchased pursuant to such exercise; b. be signed by you or, if you have died or become disabled, (b) payment of the full Exercise Price (multiplied by the party entitled number of shares of Common Stock subject to exercise the Option; c. contain such representations as the Company reasonably requiresexercise); and d. (c) this Warrant Certificate, properly endorsed. The Exercise Price may be accompanied by payment paid, at the election of the Exercise Price Holder, in full through onecash, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount and/or by delivering shares of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to Common Stock having a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) Current Fair Market Value equal to the Exercise Price, for including shares which would be deliverable upon exercise of the Shares with respect Warrant (a "cashless exercise"). The Holder may elect to which the Option is being exercised, as part of effectuate a cashless exercise; iii. unless the Administrator determines otherwise, exercise by surrender delivering to the Company written notice of its exercise, stating the number of shares to be exercised and that the Exercise Price shall be paid by canceling Warrants representing the right to purchase the number of Common Stock with Warrant Shares having a value equal to such Exercise Price. The value of such canceled Warrants shall be the Current Fair Market Value of the Company Common Stock on the date of exercise equal to all such notice is first sent or part of given less the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisetherefore.

Exercise. Subject to the terms and conditions hereof, the purchase rights set forth in this Agreement and may be exercised by the PlanWarrantholder, unless in whole or in part, at any time, or from time to time, prior to the Administrator determines otherwiseexpiration of the term set forth in Section 2, you may by (i) tendering to the Company at its respective address set forth herein a notice of exercise in the Option only by a written form attached hereto as Exhibit I (the “Notice of Exercise” ”), duly completed and executed; and (ii) delivery of the Purchase Price to the Company or its designee on a form specified by Company. Promptly following the Warrantholder’s delivery of the Notice of Exercise and the clearance of the funds in payment of the Purchase Price in accordance with the terms set forth below, and in no event later than three (3) Business Days thereafter, the Company on or before shall (x) issue and deposit with the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and Depositary a number of Ordinary Shares that will be represented by the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option Warrantholder is being exercisedentitled in respect of that exercise, and (y) cause the Depositary to execute and deliver to that Warrantholder a Receipt (as part defined in the Deposit Agreement) evidencing the number of a cashless exercise; iii. unless Shares purchased, or credit the Administrator determines otherwise, by surrender same via book entry to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of ExerciseWarrantholder. The Company shall not withhold any and all taxes which must be obligated withheld with respect to the issuance and delivery of Shares upon exercise of this Warrant. The Company shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of Shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) in cash, by certified or bank check or by wire transfer of immediately available funds to an account designated in writing by the Company (“Cash Exercise”), or (ii) by surrender of all or a portion of this Warrant for Shares to be exercised under this Agreement (“Net Issuance”). If the Warrantholder elects the Net Issuance method: (i) the Company shall, subject to receipt by the Company of the Issuance Price (as defined below), cause the Depositary to issue any shares Shares totaling “X” as calculated in accordance with formula (1) specified below; (ii) the Warrantholder, as a condition of Common Stock until you have paid making that exercise, shall pay the total Exercise Price for that Company in full, in cash by check or in immediately available funds, an amount (“Z”) calculated in accordance with formula (2) specified below (“Issuance Price”); and (iii) without delay following receipt of the Issuance Price, the Company shall pay the Warrantholder, in cash by check or in immediately available funds, the rounding difference (“D”), if any, calculated in accordance with formula (3) specified below: Where: X = the number of shares of Common Stock you have elected Shares to purchase. Shares of Common Stock will be issued to the Warrantholder, rounded down to the nearest whole number, with respect to such Net Issuance. Y = the number of Shares as soon to which this Agreement is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Purchase Price). Z = the Issuance Price payable by the Warrantholder to the Company with respect to such Net Issuance. A = the then-current fair market value of one (1) Share at the time of exercise of this Warrant. B = the then-effective Exercise Price. C = the then-nominal value of one Ordinary Share, at the time of issuance of such Shares, multiplied by the number of Ordinary Shares receivable by a holder of a Share upon conversion of one Share to Ordinary Shares. D = the rounding difference (if any) payable by the Company to the Warrantholder with respect to such Net Issuance. For purposes of the above calculation, the current fair market value of a Share shall be determined as follows: (i) at all times when Shares traded on a national securities exchange, inter- dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) day period ending three days before the day the current fair market value of the Shares is practical after exercisebeing determined; (ii) if the exercise is in connection with a Merger Event, the fair market value of a Share shall be deemed to be the per Share value received by the holders of the outstanding Shares pursuant to such Merger Event as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a Share shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either Cash Exercise or Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of Shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

Exercise. Subject (a) Each Class A Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party person entitled to exercise receive the Option; c. contain securities deliverable upon such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be treated for all purposes as the date holder of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you those securities upon the exercise of the Option (Warrant as of the close of business on the Exercise Date. As soon as practicable on or portion thereof) after the whole number Exercise Date the Warrant Agent shall deposit the proceeds in an interest bearing account received from the exercise of shares with a Fair Market Value on Warrant and shall notify the Company in writing of the exercise of the Warrants. Promptly following, and in any event within five days after the date of exercise equal to all or part such notice from the Warrant Agent, the Warrant Agent, on behalf of the Exercise Price Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (rounded down, with plus a certificate for any balance paid by cash or check orremaining unexercised Warrants of the Registered Holder), unless the Administrator determines otherwise, deducted from salary or other amounts payable prior to you on such date of exercise). For purposes hereof, the date of exercise issuance of such certificates the Company shall be instruct the date Warrant Agent to refrain from causing such issuance of delivery certificates pending clearance of checks received in payment of the duly executed Notice Purchase Price pursuant to such Warrants. Upon the exercise of Exercise. The any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant (the "Warrant Proceeds") to the Company shall not be obligated to issue or as the Company may direct in writing. (b) If, subsequent to_______ 1998, in respect of the exercise of any shares Warrant, (i) the market price of the Company's Common Stock until you have paid is greater than the total Exercise then Purchase Price for that number of shares the Warrants, (ii) the exercise of Common Stock you have elected to purchase. Shares the Warrant was solicited by a member of Common Stock will be issued as soon as is practical after exercise.the National

Exercise. Subject (a) During the period that the Option is exercisable, it may be exercised in full or in part by the Grantee or his guardian or legal representative, and, in the event of the Grantee's death, by the person or persons to this Agreement whom the Option was transferred by will or the laws of descent and distribution, by delivering or mailing written notice of the Plan, unless exercise to the Administrator determines otherwise, you may Secretary of SLH. The written notice shall be signed by the person entitled to exercise the Option only and shall specify the address and Social Security number of such person. If any person other than the Grantee purports to be entitled to exercise all or any portion of the Option, the written notice shall be accompanied by a written “Notice of Exercise” proof, satisfactory to the Company Secretary of SLH, of that entitlement. (b) Subject to the provisions of subsections (c) and (d) hereof, the written notice shall be accompanied by full payment of the exercise price for the shares as to which the Option is exercised either (i) in cash or its designee cash equivalents, (ii) in shares of SLH common stock evidenced by certificates either endorsed or with stock powers attached transferring ownership to SLH, with an aggregate Fair Market Value (as defined in the Plan) equal to said exercise price on a form specified by the Company on or before the date the Option expires. Unless written notice is received by the Administrator determines otherwiseSecretary, each or (iii) in any combination of cash or cash equivalents and such Notice must:shares. a. state your election to (c) In lieu of payment of the exercise price by way of delivery of certificate(s) evidencing shares of SLH common stock, the Grantee may furnish a notarized statement reciting the number of shares being purchased under the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, SLH shares owned by the party entitled to exercise Grantee which could be freely delivered as payment. If the Option; c. contain Grantee furnishes such representations as the Company reasonably requires; and d. be accompanied by a statement in payment of the Exercise Price in full through oneexercise price, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to he will be issued under this Option to a licensed broker acceptable to certificate for new shares representing the Company number of shares as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, less the number of shares described in the notarized statement as part constituting payment under the Option. (d) In lieu of payment of the exercise price in cash, shares of SLH common stock, or by delivery of a cashless exercise; iii. unless statement of ownership pursuant to subsection (c) next above, a Grantee may pay the Administrator determines otherwise, by surrender to the Company of exercise price for shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect as to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock exercised by surrendering his right to exercise a portion of the Company as payment unless you have held such stock Option equal in value to said exercise price. The Grantee would then receive a certificate for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless issuable pursuant to the Administrator determines otherwiseGrantee's exercise of the Option, reduced by a number of shares with an aggregate Fair Market Value equal to the Company withholding from the exercise price, which latter number of shares of Common Stock otherwise issuable would be deemed purchased pursuant to you upon the exercise of the Option and thus no longer available under the Plan. (e) In the event the Grantee pays the Option exercise price by delivery of a notarized statement of ownership or by surrendering his right to exercise a portion thereofof the Option, as described in subsections (c) and (d) next above, the whole number of shares remaining subject to the Option shall be reduced not only by the number of new shares issued upon exercise of the Option but also by the number of previously owned shares listed on the notarized statement of ownership and deemed to be surrendered as payment of the exercise price or, as applicable, by the number of shares in connection with a Fair Market Value which the Grantee has surrendered his right to exercise the Option. (f) The written notice of exercise will be effective and the Option shall be deemed exercised to the extent specified in the notice on the date of exercise equal to all or part that the written notice (together with required accompaniments respecting payment of the Exercise Price (rounded down, with any balance paid exercise price) is received by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date Secretary of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseSLH at its then executive offices during regular business hours.

Exercise. Subject (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the Planperson entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, unless the Administrator determines otherwiseWarrant Agent shall deposit the cash or check received from the exercise of a Warrant in an account for the benefit of the Company and shall notify the Company in writing of the exercise of the Warrants. Promptly following, you may and in any event within five (5) days after the date of such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent to the person or persons entitled to receive the same a certificate or certificates for the securities deliverable upon such exercise (plus a Warrant Certificate for any remaining unexercised Warrants of the Option only by a written “Notice Registered Holder), provided that the Warrant Agent shall refrain from causing such issuance of Exercise” certificates pending clearance of checks received in payment of the Purchase Price pursuant to such Warrants. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or its designee on a form specified by as the Company may direct in writing. Notwithstanding anything in the foregoing to the contrary, no Warrant will be exercisable unless at the time of exercise the Company has filed with the Securities and Exchange Commission a registration statement under the Act covering the shares of Preferred Stock issuable upon exercise of such Warrant and such shares have been so registered or qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of such Warrant. The Company shall use its best efforts to have all shares so registered or qualified on or before the date on which the Option expires. Unless Warrants become exercisable. (b) If, on the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with Exercise Date in respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, exercise of any Warrant at any time on or a combination, after the first anniversary of the following payment methodsdate hereof, which method(s(i) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount Market Price of the Exercise Preferred Stock is greater than the then Purchase Price payable to the order of the Company; Warrant, (ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option Warrant was solicited by the Underwriter at such time as the Underwriter is a member of the National Association of Securities Dealers, Inc. (or portion thereof"NASD"), (iii) the whole number of shares with Warrant was not held in a Fair Market Value on the date of exercise equal to all or part discretionary account, (iv) disclosure of the Exercise compensation arrangement was made both at the time of the original offering and at the time of exercise, and (v) the solicitation of the exercise of the Warrant was not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Underwriter shall be entitled to receive, upon exercise of the Warrant(s), a fee of five percent (5%) of the Purchase Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise"Solicitation Fee"). For purposes hereofWithin five days after the exercise, the date of exercise Warrant Agent shall be send to the date of delivery Underwriter a copy of the duly reverse side of the Warrant certificate relating to each Warrant exercised. In the event the Underwriter is entitled to a Solicitation Fee with respect to any such exercise, the Underwriter shall deliver to the Company (i) a copy of the reverse side of the Warrant(s) and (ii) a certificate, executed Notice by the President or Vice President of Exercisethe Underwriter, certifying that the conditions set forth above have been met with respect to such exercise. Within five days after receipt thereof by the Company, the Company shall remit to the Underwriter the Solicitation Fees to which the Underwriter is entitled. The Underwriter shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, the Underwriter and the Company shall may, at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be obligated to issue any shares modified, amended or deleted without the prior written consent of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseUnderwriter and the Company.

Exercise. Subject This Warrant may be exercised by the Holder hereof (but only on the conditions hereinafter set forth) in whole or in part, upon delivery of written notice of intent to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” to the Company in the manner at the address of the Company set forth in Section 13 hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or its designee on a form specified bank check, (ii) by the cancellation of all or a portion of debt outstanding to the Holder from the Company on having an outstanding principal balance equal to the aggregate Exercise Price or before (iii) by the date surrender of a portion of this Warrant where the Option expiresShares subject to the portion of this Warrant that is surrendered have a fair market value equal to the aggregate Exercise Price. Unless In the Administrator determines otherwiseabsence of an established public market for the Common Stock, each fair market value shall be established by the Company's board of directors in a commercially reasonable manner. Upon exercise of this Warrant as aforesaid, the Company shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such Notice must: a. state your election names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to exercise less than all of the Option and Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares with in respect to of which you are exercising the Option; b. be signed by you or, if you this Warrant shall not have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methodsbeen exercised, which method(s) new Warrant shall in all other respects be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable identical to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of ExerciseWarrant. The Company shall not covenants and agrees that it will pay when due any and all state and federal issue taxes which may be obligated to issue payable in respect of the issuance of this Warrant or the issuance of any shares Shares upon exercise of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisethis Warrant.

Exercise. A. Subject to the limitation provided in Section 1.C below , this Agreement Warrant may be exercised at any time or from time to time from and after the PlanOriginal Issuance Date and before 5:00 p.m., unless Eastern Time, on the Administrator determines otherwiseExpiration Date, you may exercise the Option only by a written “Notice of Exercise” to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Priceany Business Day, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that full number of shares of Common Stock you have elected called for hereby, by surrendering it at the principal office of the Company, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, with the subscription form duly executed, together with (i) payment in an amount equal to purchase. Shares (a) the number of shares of Common Stock will called for on the face of this Warrant, as may be adjusted in accordance with the terms of this Warrant multiplied by (b) the then Purchase Price in effect at the time of exercise, or (ii) a conversion notice in the form set forth on Schedule I hereto indicating that the Holder has elected to exercise this Warrant pursuant to the procedures set forth in Section 1.B below. Payment of the Purchase Price must be made by payment in immediately available funds. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as soon provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as is practical the holder of such shares of record as of the close of business on such date. Within three (3) Business Days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Fair Market Value (as defined below) on the date of exercise of one full share of Common Stock. B. In lieu of exercising this Warrant for cash pursuant to Section 1. A above, the Holder may elect to satisfy the Purchase Price by exchanging the Warrant for a number of shares of Common Stock computed using the following formula (such election being referred to herein as a “Net Issue Exercise Election”): Where

Exercise. Subject (a) This Warrant is exercisable at the option of the holder of record hereof, at any time or from time to this Agreement and the Plantime, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” up to the Company Expiration Date for all or any part of the Warrant Shares (but not for a fraction of a share) which may be purchased hereunder. The Issuer agrees that the common shares of beneficial interest of the Issuer ("Common Shares") purchased under this Warrant shall be and are deemed to be issued to the Warrantholder hereof as the record owner of such shares as of the close of business upon surrender to the Issuer at its designee on principal office (or at such other location as the Issuer may advise the Warrantholder in writing) of this Warrant together with a properly completed notice in the form specified attached as Annex A hereto ("Exercise Notice") and, if applicable, upon payment in cash or by check of the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and aggregate Exercise Price for the number of Shares with respect to shares for which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option Warrant is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all The Issuer shall pay any applicable documentary or part of the Exercise Price (with transfer tax and any balance paid by cash other taxes or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercisedgovernmental charges; provided, however, that you the Issuer shall not be required to pay any tax or taxes or other charges which may not surrender (turn in) previously held or owned Common Stock be payable in respect of any transfer involved in the issue of any Warrant Shares in a name other than that of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance registered holder of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you Warrant Share surrendered upon the exercise of this Warrant, and the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company Issuer shall not be obligated required to issue or deliver such Warrant Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Issuer the amount of such tax or shall have established to the satisfaction of the Issuer that such tax has been paid; provided further, that, the Warrantholder shall pay any income taxes which the Issuer may be required by law to collect in respect of such exercise. Certificates for the shares of Warrant Shares so purchased, together with any other securities or property to which the Warrantholder hereof is entitled upon such exercise, shall be delivered to the Warrantholder hereof by the Issuer within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Issuer shall cancel this Warrant and execute and deliver a new Warrant of like tenor for the balance of the shares purchasable under this Warrant surrendered upon such purchase to the Warrantholder hereof within a reasonable time. Each stock certificate shall be registered in the name of the Warrantholder. All certificates representing Warrant Shares shall bear the legend described in Section 0 below and any other legends generally placed on certificates for Common Stock until you have paid Shares, including a legend provided for in the total Exercise Price Declaration of Trust with regard to restrictions on transferability for that number the purpose of shares the Issuer's maintenance of Common Stock you have elected its status as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended, and to purchase. prohibit exceeding the ownership limits set forth in the Issuer's Declaration of Trust, and the transfer and/or sale of any Warrant Shares so issued shall be limited in the manner and to the extent provided by such legends and ownership limits and the Declaration of Common Stock will be issued as soon as is practical after exerciseTrust and bylaws of the Issuer.

Exercise. Subject to this Agreement and The purchase price of Shares purchased hereunder shall be paid in full with, or in a combination of, (a) cash or (b) shares of the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” to the Company or its designee on a form specified Corporation’s Common Stock that have been owned by the Company on or before the date the Option expires. Unless the Administrator determines otherwiseOptionee, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, been fully vested and freely transferable by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise PriceOptionee, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on at least six months preceding the date of exercise equal of the Option, duly endorsed or accompanied by stock powers executed in blank. However, the Corporation in its discretion may permit the Optionee (if the Optionee owns shares that have been owned by the Optionee, and have been fully vested and fully transferable by the Optionee, for at least six months preceding the date of exercise) to “attest” to his ownership of the number of shares required to pay all or part of the Exercise Price purchase price (with any balance paid by cash or check or, unless and not require delivery of the Administrator determines otherwise, deducted from salary or other amounts payable to youshares), for in which case the Shares with respect Corporation will deliver to the Optionee the number of shares to which the Option Optionee is being exercised; providedentitled, howevernet of the “attested” shares. If payment is made in whole or in part with shares of the Corporation’s Common Stock, that you may not surrender (turn in) previously held or owned the value of such Common Stock shall be the mean between its high and low prices on the day of purchase as reported by The New York Times following the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, close of business on the date of exercise shall exercise. No “reload” or other option will be granted by reason of any such exercise. The Optionee agrees that, notwithstanding the date terms of delivery any pre-existing agreement between the Corporation and the Optionee, any shares of the Corporation’s Common Stock surrendered (Aor “attested” to) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation exercise price of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, any options previously granted by the Company withholding from Corporation to the shares of Common Stock otherwise issuable to you upon Optionee (whether granted under the exercise terms of the Option (Amended and Restated Employee Long-Term Incentive Plan or portion thereofany predecessor program) shall be valued in the whole number of shares with a Fair Market Value on manner provided in the date of exercise equal preceding sentence except to all or part the extent otherwise expressly provided by the terms of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseprogram document.

Exercise. Subject a. Prior to exercising a Warrant, the holder of this Agreement Warrant Certificate is required to give a written certification that such holder is not a U.S. Person (as that term is defined in Rule 902(o) of Regulation S, a copy of which is attached hereto as Exhibit "A") and the PlanWarrant is not being exercised on behalf of a U.S. Person, unless the Administrator determines otherwise, you may exercise the Option only by or a written “Notice opinion of Exercise” counsel, in form and substance satisfactory to the Company or its designee on a form specified by Company, to the Company on or before effect that the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option Warrant and the number of Shares with respect to which you Common Stock delivered upon exercise thereof have been registered under the Act or are exercising the Option;exempt from registration thereunder. b. be signed by you orUpon the surrender of this Certificate, if you have died provision of the written certification or become disabledwritten opinion described in paragraph 3.a., by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by and payment of the Exercise Price in full through oneas aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or a combination, upon the written order of the following payment methodsregistered holder of this Warrant and in such name or names as the registered holder may designate, which method(s) a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of any Warrant. Such certificate or certificates shall be indicated in deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Common Stock on and as of the Notice date of Exercise: i. cashier's or certified check in the amount delivery to the Company of this Certificate and payment of the Exercise Price payable to as aforesaid. If, however, at the order date of surrender of this Certificate, provision of the Company; ii. direction to the Company through your Notice written certification or written opinion described in paragraph 3.a., and payment of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the such Exercise Price, the transfer books for the Shares with Common Stock purchasable upon the exercise of any Warrant shall be closed, the certificates for the Common Stock in respect to which any such Warrant are then exercised shall be issued and the Option is being exercisedowner of such Common Stock shall become a record owner of such Common Stock on and as of the next date on which such books shall be opened, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to and until such date the Company of shares of shall be under no duty to deliver any certificate for such Common Stock. c. The holder hereof acknowledges that the Company will implement procedures to ensure that the Warrant may not be exercised within the United States and that the Common Stock delivered upon exercise thereof may not be delivered within the United States, other than in connection with a Fair Market Value Offshore Transactions as defined in Regulation S, unless registered under the Act or an exemption from such registration is available. d. It is the intent of holder hereof that upon the exercise of this Warrant, the issuance of the Shares would be pursuant to Regulation S. If on the date of exercise equal to all or part the issuance of the Exercise Price (with any balance paid Shares by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company to the holder would have qualified under Regulation S as payment unless you have held in effect on the date hereof but does not qualify on such stock for more than six months before exercise date because of an amendment to Regulation S promulgated after the surrender. For purposes date hereof, the date Company shall use its best efforts to register the Shares under the Act for resale by the holder, unless with the good faith cooperation of exercise holder the Shares may be issued to the holder in a transaction exempt from registration (e.g., pursuant to Section 4(2), Section 4(6), Regulation D). Such registration shall be at the date of delivery of (A) the duly executed Notice of Exercise cost and (B) the shares tendered for payment expense of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseCompany.

Exercise. Subject to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the Option (a) A UNIT WARRANT shall be exercisable only by a written “Notice the registered HOLDER surrendering it, together with the subscription form set forth in the UNIT WARRANT duly executed, accompanied by payment, in full, in lawful money of Exercise” the United States, of the Warrant Exercise Price for each full Share as to which the UNIT WARRANT is exercised, to the Company Warrant Agent. The Warrant Agent is the COMPANY's Transfer Agent, Olde Monmouth Stock Transfer Co., ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. The COMPANY shall give notice to the registered HOLDERS of UNIT WARRANTS of any change in the address of, or in the designation of, its designee on Warrant Agent. A UNIT WARRANT may be exercised only if a form specified by Registration Statement registering the Company on unregistered shares of Common Stock is effective. (b) A UNIT WARRANT may be exercised wholly or before the date the Option expiresin part. Unless the Administrator determines otherwiseIf a UNIT WARRANT is only exercised in part, each such Notice must: a. state your election to exercise the Option and a new UNIT WARRANT for the number of Shares with respect as to which you are exercising the Option; b. be signed by you or, if you UNIT WARRANT shall not have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) been exercised shall be indicated in issued to the Notice registered HOLDER. (c) As soon as practicable after the exercise of Exercise: i. cashier's any UNIT WARRANT, the COMPANY shall issue to or certified check in the amount of the Exercise Price payable to upon the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share registered HOLDER a certificate or certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash number of full Shares which he is entitled, registered in such name or names as may be directed by him. (or acceptable cash equivalentsd) equal to the Exercise Price, for the All Shares with respect to which the Option is being exercised, as part issued upon exercise of a cashless exercise;UNIT WARRANT shall be validly issued, fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of the issue thereof and all costs of issuance. However, the registered HOLDER shall pay all taxes imposed in connection with any transfer, even if involved in an issue of a certificate, and the COMPANY shall not be required to issue or deliver any stock certificate in such case until the tax shall have been paid. iii. unless (e) Each person in whose name any such certificate for Shares issued shall for all purposes be deemed to have become the Administrator determines otherwise, by surrender to the Company holder of record of such shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part on which the UNIT WARRANT was surrendered and payment of the Warrant Exercise Price (with any balance paid by cash or check orand applicable taxes was made, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock irrespective of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwisesuch certificate, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwiseexcept that, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on if the date of exercise equal to all or part such surrender and payment is a date when the stock transfer books of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereofCOMPANY are closed, the date of person or persons entitled to receive Shares upon such exercise shall be considered the record holder or holders of such shares at the close of business on the next succeeding date on which the stock transfer books are open and shall be entitled to receive only dividends or distributions which are payable to holders of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for record after that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisedate.

Exercise. Subject to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the The Option shall be exercisable during Optionee's -------- lifetime only by a written “Notice of Exercise” Optionee or by his or her guardian or legal representative, and after Optionee's death only by the person or entity entitled to do so under Optionee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery to the Company or its designee on of a form specified by written notice of such exercise pursuant to the Company on or before the date the Option expires. Unless the Administrator determines otherwisenotice procedures set forth in Section 6 hereof, each such Notice must: a. state your election to exercise the Option and which notice shall specify the number of option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain payment in full of such representations as the Company reasonably requires; and d. be accompanied by payment of the aggregate Exercise Price in full through one, cash or by a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified bank check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you payment of such aggregate Exercise Price may not surrender instead be made, in whole or in part: (turn ina) previously held or owned Common Stock of by the delivery to the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the certificate or certificates representing shares of Common Stock otherwise issuable Stock, duly endorsed or accompanied by a duly executed stock powers, which delivery effectively transfers to you upon the exercise Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the Option (or portion thereof) the whole number of shares with a aggregate Fair Market Value (as defined below) thereof on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, provided that the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall is not be obligated to issue any then prohibited from purchasing or acquiring such shares of Common Stock until you have paid Stock; and/or (b) by reducing the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares be issued and delivered to Optionee upon such exercise (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional shares of Common Stock will that would otherwise have been issued and delivered upon such exercise), provided that (i) Optionee shall have obtained the prior written approval of the Administrator to pay the Exercise Price pursuant to the method set forth in this subsection (b), which approval may be issued withheld or ganted at the Administrator's sole descretion, and (ii) the Company is not then prohibited from purchasing or acquiring such additional shares of Common Stock. The "Fair Market Value" of a share of Common Stock or other security on any day shall be equal to the last sale price, regular way, per share or unit of such other security on such day or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as soon reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock or such other security are not listed or admitted to trading on the New York Stock Exchange, as is practical after exercisereported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock or such other security are listed or admitted to trading or, if the shares of Common Stock or such other securities are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market as reported by the National Association of Securities Dealers, Inc. automated quotations system or such other system then in use or, if on any such date the shares of Common Stock or such other security are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in shares of Common Stock or such other security selected by the Board of Directors.

Exercise. Subject a. Prior to exercising a Warrant, the holder of this Agreement Warrant Certificate is required to give a written certification that such holder is not a U.S. Person as that term is defined in Rule 902(o) of Regulation S (a copy of which is attached hereto as Exhibit "A"), and the PlanWarrant is not being exercised on behalf of a U.S. Person, unless the Administrator determines otherwise, you may exercise the Option only by or a written “Notice opinion of Exercise” counsel, in form and substance satisfactory to the Company or its designee on a form specified by Company, to the Company on or before effect that the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option Warrant and the number of Shares with respect to which you Common Stock delivered upon exercise thereof have been registered under the Act or are exercising the Option;exempt from registration thereunder. b. be signed by you orUpon the surrender of this Certificate, if you have died provision of the written certification or become disabledwritten opinion described in paragraph 3.a., by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by and payment of the Exercise Price in full through oneas aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or a combination, upon the written order of the following payment methodsregistered holder of this Warrant and in such name or names as the registered holder may designate, which method(s) a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of any Warrant. Such certificate or certificates shall be indicated in deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Common Stock on and as of the Notice date of Exercise: i. cashier's or certified check in the amount delivery to the Company of this Certificate and payment of the Exercise Price payable to as aforesaid. If, however, at the order date of surrender of this Certificate, provision of the Company; ii. direction to the Company through your Notice written certification or written opinion described in paragraph 3.a., and payment of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the such Exercise Price, the transfer books for the Shares with Common Stock purchasable upon the exercise of any Warrant shall be closed, the certificates for the Common Stock in respect to which any such Warrant are then exercised shall be issued and the Option is being exercisedowner of such Common Stock shall become a record owner of such Common Stock on and as of the next date on which such books shall be opened, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to and until such date the Company of shares of shall be under no duty to deliver any certificate for such Common Stock. c. The holder hereof acknowledges that the Company will implement procedures to ensure that the Warrant may not be exercised within the United States and that the Common Stock delivered upon exercise thereof may not be delivered within the United States, other than in connection with a Fair Market Value "Offshore Transactions" as defined in Rule 902(i) of Regulation S, unless registered under the Act or an exemption from such registration is available. d. It is the intent of holder hereof that upon the exercise of this Warrant, the issuance of the Shares would be pursuant to Regulation S. If on the date of exercise equal to all or part the issuance of the Exercise Price (with any balance paid Shares by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company to the holder would have qualified under Regulation S as payment unless you have held in effect on the date hereof but does not qualify on such stock for more than six months before exercise date because of an amendment to Regulation S promulgated after the surrender. For purposes date hereof, the date Company shall use its best efforts to register the Shares under the Act for resale by the holder, unless with the good faith cooperation of exercise holder the Shares may be issued to the holder in a transaction exempt from registration (e.g., pursuant to Section 4(2), Section 4(6), Regulation D). Such registration shall be at the date of delivery of (A) the duly executed Notice of Exercise cost and (B) the shares tendered for payment expense of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseCompany.

Exercise. Subject 4.01 During the period that the Option is exercisable, it may be exercised in full or in part by Grantee or, in the event of Grantee’s death, by the person or persons to this Agreement whom the Option was transferred by will or the laws of decent and distribution, by delivering or mailing written notice of the Plan, unless exercise to the Administrator determines otherwise, you may Secretary of Syntroleum. The written notice shall be signed by each person entitled to exercise the Option only and shall specify the address and Social Security number of each such person. If any person other than Grantee purports to be entitled to exercise all or any portion of the Option, the written notice shall be accompanied by a written “Notice proof, satisfactory to Syntroleum, of Exercise” that entitlement. 4.02 Subject to the Company provisions of Section 4.04 and 4.05, the written notice shall be accompanied by full payment of the exercise price for the shares as to which the Option is exercised either (i) in cash, (ii) in shares of Common Stock evidenced by certificates either endorsed or its designee with stock powers attached transferring ownership to Syntroleum, with the aggregate Fair Market Value (as defined in the Plan) equal to said exercise price on a form specified by the Company on or before the date the Option expires. Unless written notice is received by the Administrator determines otherwiseSecretary, each or (iii) in any combination of cash and such Notice must:shares. a. state your election to 4.03 Notwithstanding the provisions of Section 4.02, shares acquired through the exercise of an ISO granted under the Plan may be used as payment at exercise under this Agreement only if such shares have been held for at least 12 months following such acquisition. 4.04 In lieu of payment of the exercise price by way of delivery of certificate(s) evidencing shares of Common Stock, Grantee may furnish a notarized statement reciting the number of shares being purchased under the Option and the number of Shares with respect to Syntroleum shares owned by Grantee which you are exercising the Option; b. may be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations freely delivered as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, all or a combination, portion of the following payment methodsexercise price, which method(s) shall be indicated in all pursuant to rules adopted by and subject to the Notice of Exercise: i. cashier's or certified check in the amount consent of the Exercise Price payable Committee. Subject to the order consent of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to Committee, Grantee will be issued under this Option to a licensed broker acceptable to certificate for new shares of Common Stock representing the Company number of shares as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless less the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon described in the notarized statement as constituting payment under the Option. 4.05 In the event Grantee pays the Option exercise; or v. unless exercise price by delivery of a notarized statement of ownership or by surrendering his right to exercise a portion of the Administrator determines otherwiseOption as described in Sections 4.04 and 4.05, the number of shares remaining subject to the Option shall be reduced not only by the Company withholding from the number of new shares of Common Stock otherwise issuable to you issued upon the exercise of the Option (or portion thereof) but also by the whole number of previously owned shares listed on the notarized statement of ownership and deemed to be surrendered as payment of the exercise price or, as applicable, by the number of shares in connection with a Fair Market Value which Grantee has surrendered his right to exercise the Option. 4.06 The written notice of exercise will be effective and the Option shall be deemed exercised to the extent specified in the notice on the date of exercise equal to all or part that the written notice (together with required payment of the Exercise Price (rounded down, with any balance paid exercise price) is received by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date Secretary of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseSyntroleum at its executive offices during regular business hours.

Exercise. Subject to this Agreement the provisions of Sections 5 and 8, the PlanWarrants, unless the Administrator determines otherwise, you may exercise the Option only when evidenced by a written “Notice Warrant Certificate, may be exercised at a price (the "Exercise Price") of Exercise” $_____ per share of Common Stock in whole or in part at any time during the period (the "Exercise Period") commencing the date (the "Initial Exercise Date") of the Company's Prospectus and terminating twenty-four (24) months from the effective date of the Public Offering (the "Expiration Date"). A Warrant shall be deemed to have been exercised immediately prior to the Company or its designee close of business on a the date (the "Exercise Date") of the surrender for exercise of the Warrant Certificate. The exercise form specified shall be executed by the Company on Registered Holder or before his attorney duly authorized in writing and will be delivered together with payment to the date Warrant Agent at its corporate offices (the Option expires"Corporate Office"), in cash or by official bank or certified check, of an amount equal to the aggregate Exercise Price, in lawful money of the United States of America. Unless Warrant Shares may not be issued as provided herein, the Administrator determines otherwise, each such Notice must: a. state your election person entitled to exercise the Option and receive the number of Warrant Shares with respect to which you are exercising the Option; b. deliverable on such exercise shall be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations treated for all purposes as the Company reasonably requires; and d. be accompanied by payment holder of such Warrant Shares as of the close of business on the Exercise Date. In addition, the Warrant Agent shall also, at such time, verify that all of the conditions precedent to the issuance of Warrant Shares, set forth in Section 4, have been satisfied as of the Exercise Price in full through one, or a combination, Date. If any one of the following payment methods, which method(s) shall be indicated conditions precedent set forth in the Notice of Exercise: i. cashier's or certified check in the amount Section 5 are not satisfied as of the Exercise Price payable to Date, the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to Warrant Agent shall request written instructions from the Company as your agent in exchange for to whether to return the broker's tendering Warrant and pertinent Exercise Price payment to the Company cash (exercising Registered Holder or acceptable cash equivalents) equal to hold the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to same until all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you such conditions have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercisebeen satisfied. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full Shares which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full shares issuable on such exercise. Within thirty days after the Exercise Date and, in any event, prior to the pertinent Expiration Date, pursuant to a Stock Transfer Agreement between the Company and Warrant Agent, the Warrant Agent shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. Upon the exercise of any Warrant, the Warrant Agent shall promptly deposit the payment into an escrow account established by mutual agreement of the Company and the Warrant Agent at a federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis to the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent shall cause the share certificate(s) representing the exercised Warrants to be issued. Expenses incurred by the Warrant Agent will be paid by the Company. These expenses, including delivery of exercised share certificates to the shareholder, will be deducted from the exercise fee submitted prior to distribution of funds to the Company. A detailed accounting statement relating to the number of shares exercised and the net amount of exercised funds remitted will be given to the Company with the payment of each exercise amount. The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the Common Stock unless the holder shall have exercised the Warrants and purchased the shares of Common Stock until you have paid prior to the total Exercise Price record date fixed by the Board of Directors of the Company for that number the determinations of shares holders of Common Stock you have elected entitled to purchase. Shares of Common Stock will be issued as soon as is practical after exercisesuch dividend or other right.

Exercise. Subject Pursuant to the terms and subject to the conditions hereof, this Agreement Warrant may be exercised by the Holder hereof (but only on the conditions hereafter set forth) at any time after the date hereof and prior to the PlanExpiration Date as to all or any increment or increments of one hundred (100) Shares (or the balance of the Shares if less than such number), unless the Administrator determines otherwise, you may upon delivery of written notice of intent to exercise the Option only by a written “Notice of Exercise” to the Company at the following address: Cumberland Pharmaceuticals Inc., 2▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chief Executive, or its designee on a form specified by such other address as the Company on shall designate in a written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable by a certified or before bank check (or by wire transfer of immediately available funds to an account of the date Company). Upon exercise of this Warrant as aforesaid, the Option expiresCompany shall as promptly as practicable, and in any event within ten (10) business days thereafter, execute and deliver to the Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. Unless If this Warrant shall be exercised with respect to less than all of the Administrator determines otherwiseShares, each such Notice must: a. state your election the Holder shall be entitled to exercise the Option and receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. If a fractional share of Common Stock would be issuable upon exercise of the rights represented by this Warrant, the Company will, as soon as practicable after the exercise thereof, deliver to the Holder, in lieu of such fractional share, a check payable to the Holder in an amount equal to the difference between the fair market value of such fractional share as of the date of such exercise, as determined in good faith by the Company’s board of directors, and the Exercise Price of such fractional share. The Company will pay all documenting, stamp or similar taxes and other governmental charges that may be imposed with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment issuance of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check orwarrants, unless the Administrator determines otherwiseShares are to be delivered to a holder other than Holder, deducted from salary in which case such delivery will be made only upon payment by the Holder of any transfer taxes or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisecharges incidental thereto.

Exercise. Subject (a) This Warrant may be exercised by the Holder hereof (but only on the conditions hereafter set forth) as to this Agreement and all or any increment or increments of one hundred (100) Shares (or the Planbalance of the Shares if less than such number), unless the Administrator determines otherwise, you may upon delivery of written notice of intent to exercise the Option only by a written “Notice of Exercise” to the Company at the following address: 4815 ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇tention: Stev▇ ▇▇▇▇▇▇▇▇, ▇▇ such other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant and payment to the Company of the aggregate Exercise Price of the Shares so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or its designee on a form specified bank check, (ii) by the surrender of the Note or portion thereof having, an outstanding principal balance equal to the aggregate Exercise Price. Upon exercise of this Warrant as aforesaid, the Company on shall as promptly as practicable, and in any event within fifteen (15) days thereafter, execute and deliver to the Holder of this Warrant a certificate or before certificates for the date total number of whole Shares for which this Warrant is being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the Option expiresShares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. Unless The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the Administrator determines otherwiseissuance of this Warrant or the issuance of any Shares upon exercise of this Warrant. (b) In lieu of exercising this Warrant pursuant to Section 3(a) above, each the Holder shall have the right to require the Company to convert this Warrant (as it may be adjusted pursuant to Section 5 hereof), in whole or in part and at any time or times into Shares (the "Conversion Right"), upon delivery of written notice of intent to convert to the Company at its address in Section 3(a) or such Notice must: a. state your election other address as the Company shall designate in a written notice to the Holder hereof, together with this Warrant. Upon exercise of the Option and Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any Exercise Price) that number of Shares which is equal to the quotient obtained by dividing (x) the net value of the number of Shares with respect to which you are Holder is then exercising the Option; b. be signed Conversion Right (determined by you or, if you have died or become disabled, by subtracting the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the aggregate Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which Holder is then exercising the Option is being exercised, as part of Conversion Right from a cashless exercise; iii. unless the Administrator determines otherwise, by surrender number equal to the Company product of shares of Common Stock with a (i) the Fair Market Value on the date per Share (as such term is defined in Section 5(b)) as at such time, multiplied by (ii) that number of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which Holder is then exercising the Option is being exercised; providedConversion Right), howeverby (y) the Fair Market Value per Share. Any references in any Warrants to the "exercise" of this Warrant, that you may not surrender (turn in) previously held or owned Common Stock and the use of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereofterm exercise herein, the date of exercise shall be the date of delivery of deemed to include (Awithout limitation) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the any exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseConversion Right.

Exercise. Subject This Warrant may be exercised at any time or from time to this Agreement time from and after the PlanOriginal Issuance Date and before 5:00 p.m., unless the Administrator determines otherwiseEastern Time, you may exercise the Option only by a written “Notice of Exercise” to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price Expiration Date, on any Business Day (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to youas hereinafter defined), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that full number of shares of Common Stock you have elected called for hereby, by surrendering it at the principal office of the Company (currently 101 Hangar Road, Wilkes Barre/Scranton International Airport, Avoca, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇) ▇▇▇h the subscription form duly executed, together with payment in an amount equal to purchase. Shares (a) the number of shares of Common Stock will called for on the face of this Warrant, as adjusted in accordance with Section 4 of this Warrant (without giving effect to any further adjustment herein), multiplied (b) by the Purchase Price. Payment of the Purchase Price shall be made by payment in immediately available funds. This Warrant may be exercised for less than the full number of shares of Common Stock at the time called for hereby, except that the number of shares of Common Stock receivable upon the exercise of this Warrant as a whole, and the sum payable upon the exercise of this Warrant as a whole, shall be proportionately reduced. Upon a partial exercise of this Warrant in accordance with the terms hereof, this Warrant shall be surrendered, and a new Warrant of the same tenor and for the purchase of the number of such shares not purchased upon such exercise shall be issued by the Company to Holder without any charge therefor. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as soon provided above, and the person entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as is practical the holder of such shares of record as of the close of business on such date. Within three (3) Business Days after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then Market Price during the five (5) consecutive Trading Days preceding the date of exercise of one (1) full share of Common Stock.

Exercise. Subject to this Agreement the provisions of Sections 4 and 7, the PlanOptions, unless when evidenced by a Option Certificate and such other documents as the Administrator determines otherwiseCompany may require, you may be exercised at a price (the "Exercise Price") of $.50 per Unit (the "Option Exercise Price"). Each Option may be exercised in whole or in part at any time during the period commencing on the earlier of the effective date of the IPO or January 1, 1996 and terminating at 5:00 p.m. Houston, Texas time on December 31, 1996 (the "Termination Date"). Each Option shall be deemed to have been exercised immediately prior to the close of business on the date (the "Exercise Date") of the surrender for exercise of the Option only Certificate. The exercise form attached hereto as Exhibit B shall be executed by a written “Notice of Exercise” the Registered Holder or his attorney duly authorized in writing and will be delivered to the Company or at its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares corporate office together with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice in cash or by official bank or certified check, of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) an amount equal to the aggregate Exercise Price, in lawful money of the United States of America. Unless Option Units may not be issued as provided herein, the person entitled to receive the number of Option Units deliverable on such exercise shall be treated for all purposes as the Shares with respect to which holder of such Option Units as of the Option is being exercisedclose of business on the Exercise Date. In addition, as part the Company shall also, at such time, verify that all of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender conditions precedent to the Company issuance of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part Option Units, set forth in Section 4, have been satisfied as of the Exercise Price (with Date. If any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock one of the Company conditions precedent set forth in Section 4 are not satisfied as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwiseDate, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of shall return the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Certificate and pertinent Exercise Price (rounded down, with any balance paid by cash payment to the exercising Registered Holder or check or, unless may hold the Administrator determines otherwise, deducted from salary or other amounts payable to you on same until all such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exerciseconditions have been satisfied. The Company shall not be obligated to issue any fractional share interests in Option Units issuable or deliverable on the exercise of any Option or scrip or cash therefore and such fractional shares shall be of no value whatsoever. If more than one Option shall be exercised at one time by the same Registered Holder, the number of full Option Units which shall be issuable on exercise thereof shall be computed on the basis of the aggregate number of full Option Units issuable on such exercise Once the Company has determined that the funds are determined to be collected, the Company shall notify its common stock transfer agent who shall cause a common stock share Certificate representing the exercised Options to be issued. The Company may deem and treat the Registered Holder of the Options at any time as the absolute owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Options shall not entitle the holder thereof to any of the rights of shareholders or to any dividend declared on the Company' s Common Stock unless the holder shall have exercised the Options and purchased the Option Units prior to the record date fixed by the Board of Directors of the Company for the determination of holders of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected entitled to purchase. Shares of Common Stock will be issued as soon as is practical after exercisesuch dividend or other right.

Exercise. Subject to this Agreement and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” (a) At all times prior to the Company Expiration Date (as defined below), the Holder may (in its sole discretion) exercise this Warrant for all or its designee any part of the Warrant Shares purchasable hereunder (the date on a form specified by which this Warrant or any portion thereof is exercised, an “Exercise Date”). This Warrant, to the Company extent not exercised on or before the date Expiration Date, shall become void, and all rights hereunder shall cease. (b) This Warrant may be exercised by (i) surrendering this Warrant (or, if lost or destroyed, a customary affidavit and indemnity in lieu thereof) to the Option expires. Unless Company at its then principal executive offices, together with an Exercise Notice in the Administrator determines otherwiseform attached hereto as Exhibit A (each, each such Notice must: a. state your election to exercise the Option and an “Exercise Notice”), duly completed (including specifying the number of Warrant Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled purchased) and executed; and (ii) payment to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price per Warrant Share to be issued (the “Aggregate Exercise Price”). (c) The Holder shall not be required to deliver the original Warrant in full through oneorder to effect an exercise hereunder, nor shall any ink-original signature or a combination, medallion guarantee (or other type of the following payment methods, which method(sguarantee or notarization) shall with respect to any Exercise Notice be indicated in the Notice of Exercise: i. cashier's or certified check in the amount required. Execution and delivery of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to less than all or part of the Exercise Price (with any balance paid by cash or check or, unless Warrant Shares shall have the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock same effect as cancellation of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock original Warrant and issuance of a net new Warrant evidencing the right to purchase the remaining number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseWarrant Shares.

Exercise. Subject This Warrant may be exercised, in whole or in part, at any time and from time to this Agreement and time during the Plan, unless the Administrator determines otherwise, you may Exercise Period. Such exercise the Option only shall be accomplished by a written “Notice of Exercise” tender to the Company or its designee on a form specified of an amount equal to the Exercise Price multiplied by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising underlying shares being purchased (the Option; b. be signed by you or"Purchase Price"), if you have died or become disabledeither (i) in cash, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied wire transfer or by payment of the Exercise Price in full through one, certified check or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. bank cashier's or certified check in the amount of the Exercise Price check, payable to the order of the Company; , or (ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to ) by a licensed broker acceptable to the Company "Cashless Exercise" as your agent set forth in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise PriceSection 2(b), for the Shares together with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by presentation and surrender to the Company of shares of Common Stock this Warrant with a Fair Market Value on an executed subscription agreement in substantially the date of exercise equal to all or part form attached hereto as Exhibit A (the "Subscription"). Upon receipt of the Exercise Price (with any balance paid by cash or check orforegoing, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company will deliver to the Holder, as payment unless you have held such stock for more than six months before the surrender. For purposes hereofpromptly as possible, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from certificate or certificates representing the shares of Common Stock otherwise issuable so purchased, registered in the name of the Holder or the Holder's transferee (as permitted under Section 3 below). With respect to you upon the any exercise of this Warrant, the Option (or portion thereof) Holder will for all purposes be deemed to have become the whole holder of record of the number of shares with a Fair Market Value of Common Stock purchased hereunder on the date of exercise equal to all or part the Subscription has been properly executed and payment of the Purchase Price have both been received by the Company (the "Exercise Price (rounded downDate"), with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date irrespective of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice certificate evidencing such shares of Exercisethe Common Stock, except that, if the date of such receipt is a date on which the stock transfer books of the Company are closed, such person will be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The Company shall not be obligated to issue any Fractional shares of Common Stock until you will not be issued upon the exercise of this Warrant. In lieu of any fractional shares that would have paid been issued but for the total immediately preceding sentence, the Holder will be entitled to receive cash equal to the current market price of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Price for that Date. In the event this Warrant is exercised in part, the Company shall issue a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a "New Warrant") to the Holder covering the aggregate number of shares of Common Stock you have elected as to purchase. Shares of Common Stock will be issued as soon as is practical after exercisewhich this Warrant remains exercisable.

Exercise. Subject The rights represented by this Warrant may be exercised at any time within the period above specified, in whole or in part, by (i) the written consent of the Majority Holders, as such term is defined in the Note Purchase Agreement which consent will not be required after the earlier of (x) the date the Majority Holders exercise any of its Warrants or (y) the expiration of the ACTV Option under Section 12 herein, (ii) the surrender of the Warrant (with the exercise form at the end hereof properly executed) at the principal executive office of the Company (or such other office or agency of the Company as it may designate by notice in writing to this Agreement the Holder at the address of the Holder appearing on the books of the Company); and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” (iii) payment to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price then in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange effect for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you specified in the above-mentioned exercise form together with applicable stock transfer taxes, if any. The Warrant shall be deemed to have elected been exercised, in whole or in part to purchase. Shares the extent specified, immediately prior to the close of business on the date the Warrant is surrendered and payment is made in accordance with the foregoing provisions of this Section 2, and the person or persons in whose name or names the certificates for Common Stock shall be issuable upon such exercise shall become the holder or holders of record of such Common Stock at that time and date. Certificates representing the Common Stock so purchased shall be delivered to the Holder within a reasonable time, not exceeding three (3) business days, after the rights represented by this Warrant shall have been so exercised. In the event that the Warrant is exercised in respect of less than all of the Shares specified herein at any time prior to the Expiration Date, a new certificate evidencing the remaining portion of the Warrant will be issued as soon as is practical after exerciseby the Company.

Exercise. Subject The rights represented by this Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to this Agreement the Company at its address set forth on the signature page hereto (or at such other address as it may designate by notice in writing to the Holder): (A) An executed Notice of Exercise in the form attached hereto; (B) Payment of the Exercise Price either (i) in cash or by check or (ii) pursuant to Section 2.2 below; and (C) This Warrant. Execution and delivery of the PlanNotice of Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares, unless if any. Certificates for shares purchased hereunder shall be transmitted by the Administrator determines otherwisetransfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system, you may exercise and otherwise by physical delivery to the Option only address specified by a written “the Holder in the Notice of Exercise within three business days from the delivery to the Company of the Notice of Exercise” , surrender of this Warrant and payment of the aggregate Exercise Price as set forth above. This Warrant shall be deemed to the Company or its designee have been exercised on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, Exercise Price is received by the party entitled Company. The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the Option; c. contain holder of record of such representations as shares on the Company reasonably requires; and d. be accompanied by date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, 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 close of business on the next succeeding date on which the stock transfer books are open. Subject to the final sentence of this paragraph and to the extent permitted by law, the Company’s obligations to issue and deliver Exercise Shares in full through oneaccordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or a combinationany setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction any obligation to the Company through your Notice or any violation or alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable Shares. The Holder shall, subject to the Company as your agent following proviso, have the right to pursue any remedies available to it hereunder, at law or in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Priceequity including, for the Shares without limitation, a decree of specific performance and/or injunctive relief with respect to which the Option is being exercised, Company’s failure to timely deliver Exercise Shares upon exercise of this Warrant as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender required pursuant to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercisedterms hereof; provided, however, that you may not surrender (turn in) previously held notwithstanding anything to the contrary in this Warrant or owned Common Stock of in the Settlement Agreements, if the Company is for any reason unable to deliver Exercise Shares upon exercise of this Warrant as payment unless you have held such stock for more than six months before required pursuant to the surrender. For purposes terms hereof, the date Company shall have no obligation to pay to the Holder any cash or other consideration or otherwise “net cash settle” this Warrant. Except for cash in lieu of exercise shall fractional shares as provided in Section 5, this Warrant may not be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, settled by the Company withholding from for cash to the shares Holder in lieu of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseStock.

Exercise. Subject (a) Vested Options shall be exercisable by Executive delivering to this Agreement and the PlanCompany, unless the Administrator determines otherwise, you may exercise during the Option only by Period, a written “Notice of Exercise” Option Exercise in the form as attached hereto as Exhibit A (the "Exercise Notice") and complying with the remaining ten•ns and conditions herein. (b) The Exercise Notice shall be accompanied by full payment of the exercise price by tender to the Company or its designee on a form specified of an amount equal to the Exercise Price multiplied by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising underlying shares of Common Stock being purchased (the Option; b. be signed "Purchase by you or, if you have died wire transfer or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, certified check or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. bank cashier's or certified check in the amount of the Exercise Price check, payable to the order of the Company;. (c) Executive's payment for exercise of the Vested Options shall be accompanied by payment of any amount that the Cotnpany, in its sole discretion, deems necessary to comply with any federal, state or local withholding requirements for income and employment tax purposes If the Executive fails to make such payment in a timely manner, the Company may: (i) decline to permit exercise of the Vested Options or (ii. direction ) withhold and set-off against compensation and any other amounts payable to the Company through your Notice Executive the amount of Exercise to send such required payment. Such withholding may be in the share certificates to be issued under this Option to a licensed broker acceptable to shares underlying the Vested Options at the sole discretion of the Company. (d) Upon receipt of the Purchase Price, together with written notice, and Executive's compliance with the other provisions herein, the Company will record the Executive as your agent in exchange for the broker's tendering to beneficial owner of the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of applicable shares of Common Stock with a Fair Market Value on in the date of exercise equal to all or part books and records of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrenderCompany. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the The shares of Common Stock otherwise issuable shall not be certificated. With respect to you upon the any exercise of the Option (or portion thereof) Vested Options, the whole number Executive will for all purposes be deemed to have become the holder of shares with a Fair Market Value on the date of exercise equal to all or part record of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares purchased hereunder on the date a properly executed notice and payment of Common Stock the Purchase Price is received by the Company (the "Exercise Date"), except that, if the date of such receipt is a date on which the share transfer books of the Company are closed, Executive will be issued as soon as is practical after exercisedeemed to have become the holder of such shares at the close of business on the next succeeding date on which the share transfer books are open.

Exercise. Subject (i) In order to exercise this Agreement Warrant with respect to all or any portion of the Warrant Shares during the times when the Warrant is exercisable (as described above), the Holder (or in the case of exercise after the Holder’s death, the Holder’s executor, administrator, heir or legatee, as the case may be) must take the following actions: (a) execute and deliver to the Plan, unless Company the Administrator determines otherwise, you may exercise Notice of Exercise in the Option only form attached hereto as Exhibit “A” and incorporated herein by a written this reference (the “Notice of Exercise” to the Company ”), as well as such additional documents, instruments or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations agreements as the Company shall determine is reasonably requiresnecessary or appropriate in order to evidence or reflect any of the foregoing; and d. be accompanied and (b) pay the Exercise Price for the purchased Warrant Shares by payment either full payment, in cash or cash equivalents, or any other form which the Company may, in its sole and absolute discretion, approve at the time of exercise. Payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in immediately become due and shall accompany the Notice of Exercise:. i. cashier's (ii) This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such date. In the event that this Warrant is exercised in part, the Company will execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised. (iii) This Warrant may also be exercised by the Holder, in whole or certified check in part, through a cashless exercise, as described in this Section 2(iii). Notwithstanding any provisions herein to the amount contrary, if the fair market value of one Warrant Share is greater than the Exercise Price payable (at the date of calculation as set forth below), then in lieu of exercising this Warrant in cash, the Holder may elect to receive Warrant Shares equal to the order value (as determined below) of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company; ii. direction to , together with the Company through your properly endorsed Notice of Exercise and notice of such election, the Company shall issue to send Holder a number of Warrant Shares, computed using the share certificates following formula: Where X = The number of Warrant Shares to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for Holder Y = The number of Warrant Shares purchasable under the broker's tendering to Warrant or, if only a portion of the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option Warrant is being exercised, as part the portion of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on Warrant being exercised (at the date of exercise equal to all or part such calculation) A = The fair market value of one Warrant Share (at the date of such calculation) B = Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable as adjusted to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise such calculation) For purposes of the above calculation, the fair market value of one Warrant Share shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, determined by the Company withholding from the shares Company’s Board of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseDirectors in good faith.

Exercise. (i) Subject to this Agreement the provisions of Sections 5 and 9 hereof, the PlanWarrants, as they may be adjusted as set forth herein, may be exercised at a price (the "Warrant Exercise Price") of $8.00 per share of Common Stock subject to adjustment, in whole or in part at any time during the period (the "Warrant Exercise Period") commencing November 7, 1997 (the "Initial Warrant Exercise Date"), and terminating on a date (the "Warrant Expiration Date") ending five years after the final closing of the Private Offering (unless the Administrator determines otherwise, you may exercise the Option only extended by a written “Notice majority vote of Exercise” the Board of Directors for such length of time as they, in their sole discretion, deem reasonable and necessary). (b) Each Warrant shall be deemed to have been exercised immediately prior to the close of business on the date (each, an "Exercise Date") of the surrender for exercise of the Warrant certificate. The exercise form shall be executed by the Warrant Holder thereof or his attorney duly authorized in writing and shall be delivered together with payment to the Company at its corporate offices located at ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Corporate Office"), or its designee on a form specified by at any such other office or agency as the Company on may designate, in cash or before by official bank or certified check, of an amount equal to the date aggregate Exercise Price, in lawful money of the Option expires. Untied States of America. (c) Unless Warrant Shares may not be issued as provided herein, the Administrator determines otherwise, each such Notice must: a. state your election person entitled to exercise the Option and receive the number of Warrant Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value deliverable on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be treated for all purposes as the date holder of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment such Warrant Shares as of the Exercise Price; iv. unless the Administrator determines otherwise, attestation close of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value business on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of ExerciseDate. The Company shall not be obligated to issue any fractional share interest in Warrant Shares issuable or deliverable on the exercise of any Warrant or scrip or cash therefore and such fractional shares shall be of no value whatsoever. (d) Within three business days after the Exercise Date and in any event prior to the Warrant Expiration Date, the Company, at its own expense, shall cause to be issued and delivered to the person or persons entitled to receive the same, a certificate or certificates in the name requested by the Registered Holder of the Warrants for the number of Warrant Shares deliverable on such exercise. No adjustment shall be made in respect of cash dividends on Warrant Shares delivered on exercise of any Warrant. All shares of Common Stock until you or other securities delivered upon the exercise of the Warrants shall be validly issued, fully paid and non-assessable. (e) The Company may deem and treat the Registered Holder of the Warrants at any time as the absolute owners thereof for all purposes, and the Company shall not be affected by any notice to the contrary. The Warrants shall not entitle the Registered Holders thereof to any of the rights of shareholders or to any dividend declared on the Common Stock unless such holder or holders shall have paid exercised the total Exercise Price Warrants prior to the record date fixed by the Board of Directors for that number the determination of shares holders of Common Stock you have elected entitled to purchase. Shares of Common Stock will be issued as soon as is practical after exercisesuch dividends or other rights.

Exercise. Subject (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not later than the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, and the Planperson entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date, unless the Administrator determines otherwiseWarrant Agent shall deposit the proceeds received from the exercise of a Warrant, you may and promptly after clearance of checks received in payment of the Purchase Price pursuant to such Warrants, cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Option only by Registered Holder). Notwithstanding the foregoing, in the case of payment made in the form of a written “Notice check drawn on an account of Exercise” RAS or such other investment banks and brokerage houses as the Company shall approve, certificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; andmay direct in writing. d. be accompanied by payment (b) If on the Exercise Date in respect of the Exercise Price exercise of any Warrant, (i) the current market value (determined as provided in full through one, or a combination, of the following payment methods, which method(sSection 10 hereof) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on is greater than the date of exercise equal to all or part then Purchase Price of the Exercise Price Warrant, (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn inii) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option Warrant was solicited by a member of the NASD, (or portion thereofiii) the whole number Warrant was not held in a discretionary account, (iv) disclosure of shares with a Fair Market Value on compensation arrangements was made both at the date of exercise equal to all or part time of the Exercise Price original offering and at the time of exercise; and (rounded downv) the solicitation of the exercise of the Warrant was not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, with as amended (as such regulation or any balance paid by cash successor regulation or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on rule may be in effect as of such date time of exercise), then the Warrant Agent, simultaneously with the receipt of the proceeds of the exercise of the Warrant(s) so exercised shall pay from such proceeds, a fee of 5% of the Purchase Price to RAS (of which up to 1% may be re-allowed to the dealer who solicited the exercise). For purposes hereofWithin five days after exercise of a Warrant, the date Warrant Agent shall send RAS a copy of the reverse side of each Warrant exercised. RAS shall reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, RAS may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of RAS. Market price shall be determined in accordance with the date provisions of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseSection 10.

Exercise. Subject This Option to purchase up to __________ shares of Common Stock may be exercised in whole or in part in accordance with the following schedule: up to ______________ shares upon and after the date hereof and thereafter in accordance with the following schedule, if and only if as of each date set forth below the Optionee is employed by the Corporation: The method for exercise described in this Agreement and Section 2 shall be the Plan, unless the Administrator determines otherwise, you sole method of such exercise. The Optionee may exercise the Option only by a written “Notice of Exercise” delivery to the Company or its designee on a form specified Corporation of written notice providing: (i) the name of the Optionee; (ii) the address to which Common Stock certificates are to be mailed; (iii) an identification of the Option being exercised by the Company on or before reference to the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option first written above; and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by (iv) payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order product of the Company; ii. direction to Option Price times the Company through your Notice number of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares shares with respect to which the Option is being exercised, delivered in person or sent by first class registered, certified or overnight mail, postage prepaid, or telecopied with a confirmation copy by regular, certified or overnight mail, addressed or telecopied, as part the case may be, to the Treasurer of the Corporation. Such payment shall be in the form of (a) a cashless exercise; iii. check (acceptable to the Corporation in accordance with guidelines established for this purpose) payable to the order of the Corporation, (b) through the delivery of shares of Common Stock which have been outstanding for at least six months (unless the Administrator determines otherwise, by surrender Corporation approves a shorter period) and which have a fair market value equal to the Company exercise price, or (c) by any combination of the foregoing permissible forms of payment. The Option shall be considered exercised on the date the notice and appropriate payment are delivered to the Corporation. As promptly as practicable after receipt of such notice and payment, the Corporation shall deliver to the Optionee a certificate or certificates for the number of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; providedhas been so executed, however, that you may not surrender (turn in) previously held or owned Common Stock issued in the Optionee’s name. Such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company as payment unless you Corporation shall have held deposited such stock for more than six months before certificate or certificates in the surrender. For purposes hereofUnited States mail, addressed to the date of exercise shall be Optionee, at the date of delivery of (A) address specified in the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisenotice.

Exercise. Subject to the provisions of this Agreement and the PlanAgreement, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” upon surrender to the Company or at its designee on principal office of a Warrant Certificate with the Election to Purchase substantially in the form specified by attached as Annex II to such Warrant Certificate duly executed, together with payment in accordance with the last sentence of this Section 4(b) of the applicable Exercise Price then in effect (the date of such surrender, the “Exercise Date”), the Company on shall issue and deliver promptly to the registered holder of such Warrant Certificate, a certificate or before certificates for the applicable Warrant Shares or other securities or property to which the registered holder is entitled, registered in the name of such registered holder or, upon the written order of such registered holder, in such name or names as such registered holder may designate. Any certificate or certificates representing Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the holder of record of the applicable Warrant Shares as of the date of the Option expires. Unless the Administrator determines otherwise, each surrender of such Notice must: a. state your election Warrant Certificate (together with such duly executed Form of Election to exercise the Option Purchase) and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, Price. Payment of the following payment methods, which method(sapplicable Exercise Price with respect to an exercise of Warrants pursuant to this Section 4(b) shall be indicated made, at the holder’s option, (x) in cash or (y) without the Notice payment of Exercise: i. cashier's or certified check in cash, by reducing the amount number of shares of Class C Common Stock obtainable upon the Exercise Price payable to the order exercise of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued such Warrants (an exercise as provided under this Option clause (y), a “Cashless Exercise”) so as to yield a licensed broker acceptable to number of shares of Class C Common Stock issued upon the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) exercise of such Warrants equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery product of (A) the duly executed Notice number of shares of Class C Common Stock that would have been issued if the Warrants being exercised had been exercised upon the full payment of the applicable Exercise Price in cash and (B) a fraction, the shares tendered for payment numerator of which is the excess of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership current market price per share of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of applicable Exercise Date (determined in accordance with Section 7(f)) over the Exercise Price (rounded down, with any balance paid by cash or check or, unless as of such Exercise Date and the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date denominator of exercise). For purposes hereof, which is the date of exercise shall be the date of delivery current market price per share of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total as of such Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseDate (determined in accordance with Section 7(f)).

Exercise. Subject On or prior to the Expiration Date, this Agreement Warrant may be exercised by the Holder, as to all or less than all of the shares of Common Stock covered hereby, by surrender of this Warrant at the Company's principal office (for all purposes of this Warrant, 5801 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇.▇.▇. ▇▇ such other address as the Company may advise the registered Holder hereof by notice given by certified or registered mail) with the form of election to subscribe attached hereto as Exhibit A duly executed and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice upon tender of Exercise” payment to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through onefor the shares so purchased. Upon the date of such receipt by the Company (herein called the "Exercise Date"), or a combination, of the following payment methods, which method(s) this Warrant shall be indicated in deemed to have been exercised and the Notice person exercising the same shall become a holder of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company record of shares of Common Stock with a Fair Market Value on the date of exercise equal to all (or part of the Exercise Price other securities or property to which he or it is entitled upon such exercise) purchased hereunder for all purposes, and certificates for such shares so purchased shall be delivered to the Holder or its transferee within a reasonable time (with any balance paid by cash or check ornot exceeding 10 days) after this Warrant shall have been exercised as set forth hereinabove. In the event that this Warrant is exercised in part, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), Company will execute and deliver a new Warrant of like tenor exerciseable for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless for which this Warrant may then be exercised. If this Warrant is not exercised on or prior to the Administrator determines otherwiseExpiration Date, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise this Warrant shall become void and all rights of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise Holder hereunder shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exercisecease.

Exercise. Subject (a) Each Class D Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein and in the applicable Warrant Certificate. A Class D Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the Plan, unless the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party person entitled to exercise receive the Option; c. contain securities deliverable upon such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be treated for all purposes as the date holder of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you those securities upon the exercise of the Option (Class D Warrant as of the close of business on the Exercise Date. As soon as practicable on or portion thereof) after the whole number Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of shares with a Fair Market Value on Class D Warrant and shall notify the Company in writing of the exercise of the Class D Warrants. Promptly following, and in any event within five days after the date of exercise equal to all or part such notice from the Warrant Agent, the Warrant Agent, on behalf of the Company, shall cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Class D Warrants of the Registered Holder). In the case of payment made in the form of a check drawn on an account of Paramount or such other investment banks and brokerage houses as the Company shall approve in writing to the Warrant Agent, certificates shall immediately be issued without prior notice to the Company nor any delay. Upon the exercise of any Class D Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Class D Warrant (the "Warrant Proceeds") to the Company or as the Company may direct in writing, subject to the provisions of Subsections 4(b) and 4(c). (b) On the Exercise Date in respect of the exercise of any Class D Warrant, the Warrant Agent shall, simultaneously with the distribution of the Warrant Proceeds to the Company, on behalf of the Company, pay from the Warrant Proceeds, a fee of 5% (the "Paramount Fee") of the Purchase Price to Paramount for Class D Warrant exercises solicited by Paramount or its representatives (rounded downof which a portion may be reallowed by Paramount to the dealer who solicited the exercise, with which may also be Paramount). In the event the Paramount Fee is not received within seven days of the date on which the Company receives Warrant Proceeds, then the Paramount Fee shall begin accruing interest at an annual rate 300 basis points above prime payable by the Company to Paramount at the time Paramount receives the Paramount Fee. Within Five days after exercise the Warrant Agent shall send Paramount a copy of the reverse side of each Class D Warrant exercised. In addition, Paramount and the Company may at any balance paid time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Class D Warrants. Paramount is intended by cash the parties hereto to be, and is, a third-party beneficiary of this Agreement. The provisions of this paragraph may not be modified, amended or check ordeleted without the prior written consent of Paramount. In addition to the foregoing, any costs incurred by Paramount shall be promptly reimbursed by the Company. (c) In order to enforce the provisions of Subsection 4(b) above, in the event there is any dispute or question as to the amount or payment of the Paramount Fee, the Warrant Agent is hereby expressly authorized to withhold payment to the Company of the Warrant Proceeds unless and until the Administrator determines otherwiseCompany establishes an escrow account for the purpose of depositing the entire amount of the unpaid Paramount Fee claimed by Paramount, which amount will be deducted from salary or other amounts payable the net Warrant Proceeds to you on such date of exercise). For purposes hereof, be paid to the date of exercise shall be the date of delivery of the duly executed Notice of ExerciseCompany. The Company shall funds placed in the escrow account may not be obligated released to issue the Company without a written agreement from Paramount that the required Paramount Fee has been received by Paramount. Paramount shall promptly notify the Warrant Agent by facsimile and certified mail in the event of any shares of Common Stock until you have paid such dispute or when the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseParamount Fee has been paid.

Exercise. Subject The rights represented by this Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to this Agreement the Company at its address set forth on the signature page hereto (or at such other address as it may designate by notice in writing to the Holder): (A) An executed Notice of Exercise in the form attached hereto; (B) Payment of the Exercise Price either (i) in cash or by check or (ii) pursuant to Section 2.2 below; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (C) This Warrant. Execution and delivery of the PlanNotice of Exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares, unless if any. Certificates for shares purchased hereunder shall be transmitted by the Administrator determines otherwisetransfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system, you may exercise and otherwise by physical delivery to the Option only address specified by a written “the Holder in the Notice of Exercise within three business days from the delivery to the Company of the Notice of Exercise” , surrender of this Warrant and payment of the aggregate Exercise Price as set forth above. This Warrant shall be deemed to the Company or its designee have been exercised on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, Exercise Price is received by the party entitled Company. The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have become the Option; c. contain holder of record of such representations as shares on the Company reasonably requires; and d. be accompanied by date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, 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 close of business on the next succeeding date on which the stock transfer books are open. Subject to the final sentence of this paragraph, Section 2.3 below and to the extent permitted by law, the Company’s obligations to issue and deliver Exercise Shares in full through oneaccordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or a combinationany setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order of the Company; ii. direction any obligation to the Company through your Notice or any violation or alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable Shares. The Holder shall, subject to the Company as your agent following proviso, have the right to pursue any remedies available to it hereunder, at law or in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Priceequity including, for the Shares without limitation, a decree of specific performance and/or injunctive relief with respect to which the Option is being exercised, Company’s failure to timely deliver Exercise Shares upon exercise of this Warrant as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender required pursuant to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercisedterms hereof; provided, however, that you notwithstanding anything to the contrary in this Warrant or in the Purchase Agreement, if the Company is unable to deliver Exercise Shares upon exercise of this Warrant as required pursuant to the terms hereof because the exercise of this Warrant is prior to the Stockholder Approval Date (as defined in Section 2.3 below) and such exercise would result in a violation of the Warrant Exercise Cap, the Company shall have no obligation to pay to the Holder any cash or other consideration or otherwise “net cash settle” this Warrant. Except for cash in lieu of fractional shares as provided in Section 5, this Warrant may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, settled by the Company withholding from for cash to the shares Holder in lieu of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseStock.

Exercise. Subject (a) Each Warrant may be exercised by the Registered Holder thereof at any time on or after the Initial Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date and the Planperson entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder upon exercise thereof as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date the Warrant Agent shall deposit the proceeds received from the exercise of a Warrant, unless and promptly after clearance of checks received in payment of the Administrator determines otherwisePurchase Price pursuant to such Warrants, you may cause to be issued and delivered by the Transfer Agent, to the person or persons entitled to receive the same, a certificate or certificates for the securities deliverable upon such exercise (plus a certificate for any remaining unexercised Warrants of the Option only by Registered Holder). Notwithstanding the foregoing, in the case of payment made in the form of a written “Notice check drawn on an account of Exercise” Blai▇ ▇▇ such other investment banks and brokerage houses as the Company shall approve, certificates shall immediately be issued without any delay. Upon the exercise of any Warrant and clearance of the funds received, the Warrant Agent shall promptly remit the payment received for the Warrant to the Company or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option; b. be signed by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; andmay direct in writing. d. be accompanied by payment (b) If on the Exercise Date in respect of the Exercise Price in full through oneexercise of any Warrant, or a combination, of (i) the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price payable to the order market price of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price, for the Shares with respect to which the Option is being exercised, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Class A Common Stock with a Fair Market Value on is greater than the date of exercise equal to all or part then Purchase Price of the Exercise Price Warrant, (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn inii) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option Warrant was solicited by a member of the National Association of Securities Dealers, Inc. (or portion thereof"NASD"), (iii) the whole number Warrant was not held in a discretionary account, (iv) disclosure of shares with a Fair Market Value on compensation arrangements was made both at the date of exercise equal to all or part time of the Exercise original offering and at the time of exercise; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Warrant Agent, simultaneously with the receipt of the proceeds upon exercise of the Warrant(s) so exercised shall pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Purchase Price to Blai▇ (rounded down, with any balance paid by cash or check or, unless ▇▇ which up to 1% may be reallowed to the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of dealer who solicited the exercise). For purposes hereofWithin five days after exercise the Warrant Agent shall send Blai▇ ▇ ▇opy of the reverse side of each Warrant exercised. Blai▇ ▇▇▇ll reimburse the Warrant Agent, upon request, for its reasonable expenses relating to compliance with this Section 4(b). In addition, Blai▇ ▇▇▇ at any time during business hours, examine the date records of the Warrant Agent, including its ledger of original Warrant Certificates returned to the Warrant Agent upon exercise of Warrants. The provisions of this paragraph may not be modified, amended or deleted without the prior written consent of Blai▇. ▇▇rket price shall be determined in accordance with the date provisions of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseSection 10.

Exercise. Subject a. Warrants in denominations of one or whole number multiples thereof may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to this Agreement the conditions set forth herein (including the provisions set forth in Sections 5 and 9 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly completed and executed by the Registered Holder thereof or his attorney duly authorized in writing, together with payment in cash or by check made payable to the Warrant Agent for the account of the Company, of an amount in lawful money of the United States of America equal to the applicable Purchase Price has been received in good funds by the Warrant Agent. The person entitled to receive the securities 4 deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. As soon as practicable on or after the Exercise Date and in any event within five business days after such date, if two or more Warrants have been exercised, the Warrant Agent on behalf of the Company shall cause to be issued to the person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of Common Stock deliverable upon such exercise, and the Plan, unless Warrant Agent shall deliver the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” same to the Company person or its designee on a form specified by persons entitled thereto. Upon the exercise of any Warrant, the Warrant Agent shall promptly notify the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each in writing of such Notice must: a. state your election to exercise the Option fact and of the number of Shares with respect to which you are exercising the Option; b. be signed securities delivered upon such exercise and shall cause all payments of an amount in cash or by you or, if you have died or become disabled, by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by payment of the Exercise Price in full through one, or a combination, of the following payment methods, which method(s) shall be indicated in the Notice of Exercise: i. cashier's or certified check in the amount of the Exercise Price made payable to the order of the Company; ii. direction to the Company through your Notice of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) , equal to the Exercise Purchase Price, for to be deposited promptly in the Shares with respect to which the Option is being exercised, as part of a cashless exercise;Company's bank account. iii. unless the Administrator determines otherwise, by surrender to the Company of shares of Common Stock with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company as payment unless you have held such stock for more than six months before the surrender. For purposes hereof, the date of exercise shall be the date of delivery of (A) the duly executed Notice of Exercise and (B) the shares tendered for payment of the Exercise Price; iv. unless the Administrator determines otherwise, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from the shares of Common Stock otherwise issuable to you upon the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. b. The Company shall not be obligated to issue any shares fractional share interests or fractional warrant interests upon the exercise of Common Stock until you have paid any Warrant or Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of fractional interests. Any fraction equal to or greater than one-half shall be rounded up to the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will next full share or Warrant, as the case may be, any fraction less than one-half shall be issued as soon as is practical after exerciseeliminated.

Exercise. Subject a. Prior to exercising a Warrant, the holder of this Agreement Warrant Certificate is required to give a written certification that such holder is not a U.S. Person (as that term is defined in Rule 902(o) of Regulation S)and the Warrant is not being exercised on behalf of a U.S. Person, or a written written opinion of counsel, in form and substance satisfactory to the Company, to the effect that the Warrant and the Plan, unless Common Stock delivered upon exercise thereof have been registered under the Administrator determines otherwise, you may exercise the Option only by a written “Notice of Exercise” to the Company Act or its designee on a form specified by the Company on or before the date the Option expires. Unless the Administrator determines otherwise, each such Notice must: a. state your election to exercise the Option and the number of Shares with respect to which you are exercising the Option;exempt from registration thereunder. b. be signed by you orUpon the surrender of this Certificate, if you have died provision of the written certification or become disabledwritten opinion described in paragraph 3.a., by the party entitled to exercise the Option; c. contain such representations as the Company reasonably requires; and d. be accompanied by and payment of the Exercise Price in full through oneas aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or a combination, upon the written order of the following payment methodsregistered holder of this Warrant and in such name or names as the registered holder may designate, which method(s) a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of any Warrant. Such certificate or certificates shall be indicated in deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Common Stock on and as of the Notice date of Exercise: i. cashier's or certified check in the amount delivery to the Company of this Certificate and payment of the Exercise Price payable to as aforesaid. If, however, at the order date of surrender of this Certificate, provision of the Company; ii. direction to the Company through your Notice written certification or written opinion described in paragraph 3.a., and payment of Exercise to send the share certificates to be issued under this Option to a licensed broker acceptable to the Company as your agent in exchange for the broker's tendering to the Company cash (or acceptable cash equivalents) equal to the such Exercise Price, the transfer books for the Shares with Common Stock purchasable upon the exercise of any Warrant shall be closed, the certificates for the Common Stock in respect to which any such Warrant are then exercised shall be issued and the Option is being exercisedowner of such Common Stock shall become a record owner of such Common Stock on and as of the next date on which such books shall be opened, as part of a cashless exercise; iii. unless the Administrator determines otherwise, by surrender to and until such date the Company of shares of shall be under no duty to deliver any certificate for such Common Stock. c. The holder acknowledges that the Company will implement procedures to ensure that the Warrant may not be exercised within the United States and that the Common Stock delivered upon exercise thereof may not be delivered within the United States, other than in connection with a Fair Market Value Offshore Transactions as defined in Regulation S, unless registered under the Act or an exemption from such registration is available. d. It is the intent of Holder that upon the exercise of this Warrant, the issuance of the Shares would be pursuant to Regulation S. If on the date of exercise equal to all or part the issuance of the Exercise Price (with any balance paid Shares by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you), for the Shares with respect to which the Option is being exercised; provided, however, that you may not surrender (turn in) previously held or owned Common Stock of the Company to the holder would have qualified under Regulation S as payment unless you have held in effect on the date hereof but does not qualify on such stock for more than six months before exercise date because of an amendment to Regulation S promulgated after the surrender. For purposes date hereof, the date of exercise Company shall use its best efforts to register the Shares under the Act for resale by the holder. Such registration shall be at the date of delivery of (A) the duly executed Notice of Exercise cost and (B) the shares tendered for payment expense of the Exercise Price; ivCompany. unless the Administrator determines otherwiseExcept as specifically described in this paragraph, attestation of ownership of Common Stock and issuance of a net number of shares upon Option exercise; or v. unless the Administrator determines otherwise, by the Company withholding from shall have no obligations whatsoever to register the shares of Common Stock otherwise issuable to you upon Shares under the exercise of the Option (or portion thereof) the whole number of shares with a Fair Market Value on the date of exercise equal to all or part of the Exercise Price (rounded down, with any balance paid by cash or check or, unless the Administrator determines otherwise, deducted from salary or other amounts payable to you on such date of exercise). For purposes hereof, the date of exercise shall be the date of delivery of the duly executed Notice of Exercise. The Company shall not be obligated to issue any shares of Common Stock until you have paid the total Exercise Price for that number of shares of Common Stock you have elected to purchase. Shares of Common Stock will be issued as soon as is practical after exerciseAct.