Common use of Manner of Exercise Clause in Contracts

Manner of Exercise. Subject to the provisions hereof, this Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Manner of Exercise. Subject to From and after the provisions hereofdate hereof and until 5:00 P.M., New York time, on the Expiration Date, the holder may exercise this Warrant may be exercised by for all or any part of the holder hereofnumber of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), holder shall deliver to the Company during normal business hours on any business day at its office at 2 California Plaza, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice pursuant to the holder hereof)Section 11, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an the holder's election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price in the Exercise Agreementmanner provided below, and (iii) this Warrant. The Warrant Shares so purchased Such notice shall be deemed substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Common Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by such holder shall request in the holder hereof notice and shall be registered in the name of such the holder or or, subject to Section 8, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash, check or checks and/or securities, if any, and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such holdershares have been paid. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant representing evidencing the number rights of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (to purchase the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of unpurchased shares of Common Stock beneficially owned called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant and the same returned to the holder. Payment of the Warrant Price shall be made at the option of the holder by cash, wire transfer to an account in a bank located in the United States designated for such purpose by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised Company, or unconverted portion of any other securities of certified or official bank check, or by transfer to the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Series B Preferred Stock issuable upon exercise or Series C Preferred Stock, or any combination thereof. In the event of the Warrants (application shares of Series B Preferred Stock or portions thereof) Series C Preferred Stock to the payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price shall be the Initial Stated Value per share, in the case of any such application prior to the consummation of the Recapitalization, or the Post-Recapitalization Stated Value per share, in the case of any such application after the consummation of the Recapitalization, in each case, plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared, to the date of such exercise, provided that no such credit shall be made with respect to which the determination described herein is being made, would result in beneficial ownership by any such dividends if the holder and its affiliates of more than 4.9% of such shares held such shares on the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyrecord date therefor.

Manner of Exercise. Subject From and after the Warrant Issuance Date and until 5:00 P.M., New York City time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, Holder shall deliver to the Company at the office or agency designated by the surrender Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, together with a completed exercise agreement in which notice shall specify the form attached hereto number of shares of Common Stock to be purchased, (the "Exercise Agreement")ii) payment by cash, check or bank draft payable to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company Warrant Price in cash, by certified or official bank check cash or by wire transfer or cashier's check drawn on a United States bank for all shares then being purchased and (iii) this Warrant. Such notice shall be substantially in the account form of the Company subscription form appearing at the end of this Warrant as Exhibit 1, duly executed by Holder or its agent or attorney. Upon receipt of the Exercise Price for the Warrant Shares specified items referred to in the Exercise Agreement or clauses (i), (ii) if and (iii) above, the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933Company shall, as amended promptly as practicable, and in any event within five (the "Securities Act")5) Business Days thereafter, delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed execute or cause to be issued executed and deliver or cause to the holder hereof be delivered to Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Common Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by Holder shall request in the holder hereof notice and shall be registered in the name of such holder or Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by such holderpayment to the Company of the Warrant Price. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number rights of Holder to purchase the unpurchased shares with respect to of Common Stock called for by this Warrant, which this new Warrant shall not then have been exercised. In addition to in all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after respects be identical with this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant SharesWarrant. The Penalty Holder shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise the Warrant notwithstanding the commencement of any case under 11 U.S.C. ss. 101 et seq. (the "Bankruptcy Code"). In the event the Company is a number of Warrants (or portions thereof) debtor under the Bankruptcy Code, the Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 in excess respect of the number of Warrants (or portions thereof) upon Holder's exercise of which right. The Company hereby waives to the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which fullest extent permitted any rights to relief it may be deemed beneficially owned through the ownership have under 11 U.S.C. ss. 362 in respect of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (Warrant. The Company agrees, without cost or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything expense to the contrary contained hereinHolder, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written to take or consent of the holder hereof to any and the Company and (ii) the approval of a majority of shareholders of the Companyall action necessary to effectuate relief under 11 U.S.C. ss. 362.

Manner of Exercise. Subject to the provisions hereof, this Warrant (a) Call Warrants may be exercised by the any holder hereofthereof (each, a "Warrant Holder") in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours part on any business day at the Company's principal executive offices (or such other office or agency Call Date. The following conditions shall apply to any exercise of the Company as it may designate by notice to the holder hereof), and upon Call Warrants: (i) A notice (each, a "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at least 5 Business Days before such Call Date. (ii) The Warrant Holder shall surrender the Call Warrants to the Warrant Agent at its office specified in Section 7.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date. (iii) Except as otherwise provided herein in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, the Warrant Holder shall have made payment to the Company in cashWarrant Agent, by certified or official bank check or by wire transfer for or other immediately available funds acceptable to the account Warrant Agent, in the amount of the Company Call Price, no later than 10:00 a.m. (New York City time) on the Call Date. (iv) The Warrant Holder may not exercise the Call Warrants at any time when such Warrant Holder is insolvent, and such Warrant Holder shall be required to certify that it is solvent at the time of exercise, by completing the form of subscription ("Form of Subscription") attached to the Call Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and by delivering to the Trustee a form reasonably satisfactory to the Trustee of the Exercise Price for solvency certificate required pursuant to Section 7(d)(ii) of the Series Supplement. (v) The Warrant Shares specified Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(d) of the Series Supplement. (b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the Exercise Agreement or (ii) if the resale case of the Warrant Shares by the holder is not then registered pursuant Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Balance equal to an effective registration statement under the Securities Act of 1933$25 per Call Warrant, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified and in the Exercise Agreementcase of the Class A-2 Certificates, Class A-2 Certificates having a notional balance equal to $100,000 per Call Warrant. The Warrant Shares so purchased Unless otherwise specified therein, each Call Notice shall be deemed to be issued notice of an Optional Exchange pursuant to the holder hereof or such holder's designee, as the record owner of such shares, as Section 7(b) of the close Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of business on the date on which this Warrant Depositor shall have been surrendered, receive the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for proceeds of the Warrant Shares so purchased, representing sale of the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof Called Underlying Securities and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (receive the related Called Certificates or portions thereof) in excess Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the number of Warrants (or portions thereof) upon exercise of which Underlying Securities as the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership Called Certificates represent of the unexercised Warrants Class A-1 Certificates and the unexercised or unconverted portion Class A-2 Certificates. (c) The Warrant Agent shall notify the Trustee immediately upon its receipt of a Call Notice and upon receipt of payment of the Call Price. The Warrant Agent shall transfer the amount of any other securities paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold such amount for the benefit of the Company (including the Notes and Preferred Shares (as such terms are defined Warrant Holder in the Securities Purchase Agreementa segregated trust account)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Manner of Exercise. Issuance of Certificates; Payment for --------------------------------------------------------- Shares. Subject to the provisions hereof, this Warrant may be ------ exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivereddeliv- ered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Manner of Exercise. Subject This Warrant shall be automatically exercised on the date of closing of the first Qualified Equity Offering to occur after the provisions hereofdate hereof (the “Start Date”), this so long as that date occurs on or before the Warrant may be exercised by Expiration Date, for all of the holder hereof, in whole or in part, by Warrant Shares. At the surrender time of exercise of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at the Company's principal executive offices (or such other its office or agency of the Company as it may designate by notice maintained for this purpose pursuant to the holder hereof)§ 10, and upon (i) payment to the Company in cash, by a certified or official bank check or by wire transfer for checks payable to the account order of the Company of in an amount equal to the Exercise aggregate Purchase Price for the Warrant Shares specified as to which this Warrant is exercised. In the alternative, the Holder may, in the Exercise Agreement or (ii) if the resale exercise of the its sole and absolute discretion, exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a Fair Market Value equal to the Purchase Price that would otherwise have been paid by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) Holder for the Warrant Shares specified being issued pursuant to such exercise. Upon closing of a Qualified Equity Offering, the Company shall, as promptly as practicable, and in the Exercise Agreement. The Warrant Shares so purchased shall be deemed any event within five (5) Business Days thereafter, execute or cause to be issued executed, and deliver to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedShares issuable upon such exercise. The stock certificate or certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder the Holder or such other name as shall be designated by in the related notice of exercise. Unless otherwise specified in such holder. If this Warrant shall have been exercised only in partnotice, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant one certificate representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the aggregate number of Warrant Shares that the holder is entitled issued upon such exercise shall be so delivered. This Warrant shall be deemed to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails have been exercised and such certificate or certificates shall be deemed to deliver certificates for the Warrant Shares. For examplehave been issued, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay Holder or any other person so designated to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty be named therein shall be paid deemed to the have become a holder by the fifth day of record of such shares for all purposes, as of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder date of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval closing of a majority of shareholders of Qualified Equity Offering and upon the Company’s receipt of such check or checks or other form of payment.

Manner of Exercise. Subject From and after the first Business Day following the Closing Date, and until 4:00 P.M., New York time, on the Expiration Date (the "Exercise Period"), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of Warrant Shares purchasable hereunder, subject to the provisions hereof, terms and conditions of this Warrant may be exercised by the holder hereofWarrant. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at its principal executive office or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice to the holder hereof)provided herein, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an ▇▇▇▇▇▇'s election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price as provided herein, and (iii) this Warrant. Such notice shall be irrevocable and substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt thereof, the Company shall, as promptly as reasonably practicable, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of shares specified full Warrant Shares issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall reasonably request in the notice and shall be registered in the name of such holder the Holder or if permitted pursuant to the terms of this Warrant such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Shares, deliver to the holder Holder a new Warrant representing evidencing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% rights of the number of Warrant Shares that Holder to purchase the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of unpurchased shares of Common Stock beneficially owned called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or at the holder and its affiliates (other than shares request of Common Stock which the Holder, appropriate notation may be deemed beneficially owned through made on this Warrant and the ownership same returned to the Holder. Payment of the unexercised Warrants and Warrant Price may be made at the unexercised or unconverted portion of any other securities option of the Company Holder by: (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)i) subject to a limitation on conversion certified or exercise analogous official bank check payable to the limitation contained herein) and order of the Company, or (ii) wire transfer of immediately available funds to the number account of the Company; or (iii) in accordance with Section 2.4 below. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject to the provisions hereof, 1.2.1 The Holder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by the upon surrender of this Warrant, together with a completed exercise agreement in the form of Subscription Agreement attached hereto (the "Exercise Agreement")duly executed, to the Company during normal business hours on any business day at the Company's principal executive offices (or such other its corporate office or agency of the Company as it may designate by notice to the holder hereof)in San Diego, California, and upon (i) payment to the Company of the full Purchase Price for each Share to be purchased in cashlawful money of the United States, or by certified or official bank check cashier's check, or wired funds, and upon compliance with and subject to the conditions set forth herein. 1.2.2 Upon receipt of this Warrant with the form of Subscription Agreement duly executed and accompanied by wire transfer for the account payment of the Company of the Exercise aggregate Purchase Price for the Shares for which this Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933being exercised, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed cause to be issued to certificates for the holder hereof or such holder's designee, as the record owner total number of such shares, as of the close of business on the date on whole Shares for which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be is being exercised in such denominations as are required for delivery to the Holder, and the Company shall thereupon deliver such certificates to the Holder or its nominee. 1.2.3 In case the Holder shall exercise this Warrant with respect to less than all of the Shares that may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If purchased under this Warrant shall have been exercised only in part, then, unless this Warrant has expiredWarrant, the Company shallshall execute a new Warrant for the balance of the Shares that may be purchased upon exercise of this Warrant and deliver such new Warrant to the Holder. 1.2.4 The Company covenants and agrees that it will pay when due and payable any and all taxes which may be payable in respect of the issue of this Warrant, at its expenseor the issue of any Shares upon the exercise of this Warrant. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of this Warrant or of the Shares in a name other than that of the Holder at the time of delivery surrender, and until the payment of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then tax the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyrequired to issue such Shares.

Manner of Exercise. Subject Holder may exercise this Warrant in whole or in part in accordance with the terms hereof by mailing or personally delivering to the provisions hereofCompany (i) this Warrant, (ii) a Notice of Exercise in the form of EXHIBIT I hereto duly executed by ▇▇▇▇▇▇ and (iii) payment of the Exercise Price per share, such payment to be in the form of: (a) cash, a certified or official bank check made payable to the Company, or a wire transfer of funds to an account designated by the Company, or any combination of the foregoing, together with all federal and state excise taxes applicable upon such exercise; (b) by crediting amounts due and owing to the Holder by the Company for professional services previously rendered by the Holder as of the date of each exercise of the Warrant by ▇▇▇▇▇▇ as provided for herein. . Upon receipt by the Company of this Warrant, the Notice of Exercise and such payment, this Warrant may shall be deemed to have been exercised by with respect to the number of shares of Common Stock subject to such exercise and specified in the Notice of Exercise, and Holder shall thereupon become the holder hereofof record of the shares of Common Stock issuable upon such exercise, notwithstanding the fact that the stock transfer books of the Company may then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to Holder. As soon as practicable after any exercise, in whole or in part, by of the surrender of this Warrant, together with a completed exercise agreement and in the form attached hereto any event within ten (the "Exercise Agreement")10) Business Days thereafter, to the Company during normal business hours on any business day at will deliver to Holder a stock certificate or certificates representing the Company's principal executive offices (or such other office or agency shares of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares Common Stock so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered with such certificate or certificates to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such name(s) and such denominations as Holder may be requested by the holder hereof and shall be registered specify in the name Notice of such holder or such other name as shall be designated by such holderExercise. If this Warrant shall have been is exercised only in part, then, unless this Warrant has expiredfor less than all of the shares of Common Stock subject hereto, the Company shall, at its expenseupon such exercise and surrender of this Warrant for cancellation, at the time of delivery of such certificates, promptly execute and deliver to the holder Holder a new Warrant representing of like tenor evidencing the number right of shares with respect Holder to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if purchase the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number balance of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companypurchasable hereunder.

Manner of Exercise. Subject to (a) From and after the provisions hereofOriginal Issue Date and until 5:00 P.M., this New York, New York time, on the Expiration Date, a Holder of a Warrant may be exercised by from time to time exercise such Warrant, on any Business Day, for all or any part of the holder hereofnumber of shares of Common Stock purchasable thereunder. In order to exercise a Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto Holder shall (the "Exercise Agreement"), i) deliver to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of Designated Office a written notice of an the Holder’s election to effect a "Cashless Exercise" exercise such Warrant (an “Exercise Notice”), which Exercise Notice shall be irrevocable (except as defined otherwise provided in Section 11(c3.2(e)) belowand specify the number of shares of Common Stock being purchased, together with the Warrant, (ii) for pay to the Company the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on Price (the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, both such delivery and payment shall have been made for first taken place being hereinafter sometimes referred to as the “Exercise Date”) and (iii) if such shares Holder has not already done so, become a party to each of the Shareholders Agreement and the Registration Rights Agreement by completing and executing a signature page thereof. Such Exercise Notice shall be in the form of the subscription form appearing as set forth above. Certificates for Annex A to Exhibit A, duly executed by the Holder or its duly authorized agent or attorney. (b) Upon receipt of such Exercise Notice, Warrant Shares so purchasedand payment and any other materials required to be provided under Section 3.2(a), the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute (or cause to be executed) and deliver (or cause to be delivered) to the Holder a certificate or certificates representing the aggregate number of full shares specified of Common Stock issuable upon such exercise, together with either any fraction of a share or cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereafter provided in Section 3.4. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof exercising Holder shall reasonably request in the Exercise Notice and shall be registered in the name of such holder the Holder or such other the name as of its nominee. A Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the Exercise Date. (c) Payment of the Warrant Price may be made by check payable to the order of the Company or, at the option of the Holder, by wire transfer of funds to an account designated by the Company for such holder. purpose. (d) If this a Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing the shares of Common Stock being issued, deliver to the holder Holder a new Warrant representing evidencing the rights of the Holder to purchase the number of unexercised shares with respect to which this called for by such Warrant. Such new Warrant shall not then have been exercised. In addition to in all other available remedies at law or in equity, if respects be identical with the Company fails to deliver certificates for the original Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay and subject to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder terms of this Warrant be entitled to exercise Agreement. (e) Notwithstanding the foregoing provisions of this Section 3.2, a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of Holder (i) may expressly condition the number effectiveness of any exercise of a Warrant upon the simultaneous closing of the sale, in an offering registered under the Securities Act or pursuant to the exercise of any drag-along or co-sale rights under the Shareholders Agreement, of the shares of Common Stock beneficially owned by as to which the holder conditional exercise is being made and its affiliates (other than ii) may revoke any such conditional exercise in the event that the closing of such sale shall not occur. In the event that such simultaneous exercise and sale shall occur, the Company shall cooperate with such Holder and any third parties involved in such sale to facilitate the issuance and sale of the shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyinvolved.

Manner of Exercise. Subject to (a) To the provisions hereofextent that the Option is vested and exercisable in accordance with Section 4 of this Agreement, this Warrant the Option may be exercised by the holder hereofParticipant at any time, or from time to time, in whole or in part, by on or prior to the surrender termination of the Option (as set forth in Sections 4 and 6 of this WarrantAgreement) upon payment of the Option Price for the shares to be acquired in accordance with the terms and conditions of this Agreement and the Plan. (b) If the Participant is entitled to exercise the vested and exercisable portion of the Option, together with a completed exercise agreement and wishes to do so, in whole or part, the form attached hereto Participant shall (the "Exercise Agreement"), i) deliver to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency a fully completed notice of the Company exercise, in a form as it may designate hereinafter be designated by notice to the holder hereof), and upon (i) payment to the Company in cashits sole discretion, by certified or official bank check or by wire transfer for specifying the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or exercise date (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased which shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding at least three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant giving such notice unless an earlier time is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty"mutually agreed upon) equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by to be purchased pursuant to such exercise and (ii) remit to the holder and Company in a form satisfactory to the Company, in its affiliates (other than sole discretion, the Option Price for the shares of Common Stock which may to be deemed beneficially owned through the ownership acquired on exercise of the unexercised Warrants and the unexercised or unconverted portion of Option, plus an amount sufficient to satisfy any other securities withholding tax obligations of the Company (including the Notes and Preferred Shares that arise in connection with such exercise (as such terms are defined determined by the Company) in accordance with the Securities Purchase Agreement)provisions of Section 7 of this Agreement and Section 15.7 of the Plan. (c) subject The Company’s obligation to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of deliver shares of Common Stock issuable to the Participant under this Agreement is subject to and conditioned upon the Participant satisfying all tax obligations associated with the Participant’s receipt, holding and exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership Option. Unless otherwise approved by the holder Committee, all such tax obligations shall be payable in accordance with the provisions of Section 7 of this Agreement and Section 15.7 of the Plan. The Company and its affiliates of more than 4.9% Subsidiaries, as applicable, shall be entitled to deduct from any compensation otherwise due to the Participant the amount necessary to satisfy all such taxes. (d) Upon full payment of the outstanding Option Price and satisfaction of all applicable tax obligations, and subject to the applicable terms and conditions of the Plan and the terms and conditions of this Agreement, the Company shall electronically register the shares of Common Stock. For purposes Stock purchased hereunder in the Participant’s name (or the name of the immediately preceding sentence, beneficial ownership person exercising the Option in the event of the Participant’s death ) but shall be determined not issue certificates to the Participant (or the person exercising the Option in accordance with the event of the Participant’s death) unless the Participant (or such other person) requests delivery of a certificate as described in Section 13(d8.3(b) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyPlan.

Manner of Exercise. Subject to the provisions hereof, this (a) This Call Warrant may be exercised by the holder hereofhereof (each, a "Warrantholder"), in whole or in part, on any Warrant Exercise Date, set forth in the prior written notice to the Warrant Agent and the Trustee delivered at any time on or before the Business Day that is at least fifteen (15) Business Days before such Warrant Exercise Date, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Call Warrant to the Company during normal business hours Warrant Agent at its office set forth in Section VI.3 hereof no later than 11:00 a.m. (New York City time) on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the Warrant Exercise Date; provided that such holder hereof), and upon (i) shall have made payment to the Company in cashWarrant Agent, by certified or official bank check or by wire transfer for or other immediately available funds acceptable to the account Warrant Agent, in the amount of the Company applicable Warrant Exercise Purchase Price, in a manner such that funds are available to the Warrant Agent no later than 11:00 a.m. (New York City time) on such Warrant Exercise Date, and such holder shall thereupon be entitled to delivery of the Exercise Price for Term Assets equal to $10,000 per Call Warrant purchased hereunder in accordance with this Article I; provided further that the Warrantholder may not exercise this Call Warrant at any time when such Warrantholder is insolvent, and in connection therewith, such Warrantholder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Warrant Shares specified in Exercise Date. (b) The Warrant Agent shall notify the Exercise Agreement or (ii) if the resale of Trustee immediately upon receipt by the Warrant Shares Agent of a notice by the holder is not then registered of this Call Warrant and upon receipt of payment of the applicable Warrant Exercise Purchase Price from such holder pursuant to an effective registration statement under the Securities Act clause (a) of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in this Section 11(c) below) for the Warrant Shares specified in the Exercise AgreementI. 1. The Warrant Shares so purchased Agent shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and transfer each payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof pursuant to clause (a) of this Section I.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement no later than 1:00 p.m. (New York City time) on the applicable Warrant Exercise Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account). (c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Warrant Exercise Purchase Price. If, by 11:00 a.m. (New York City time) on the Warrant Exercise Date, the holder of the Call Warrant being exercised has not paid the Warrant Exercise Purchase Price, then such notice shall automatically expire and shall be registered in none of the name holder of such holder or such other name as shall be designated by such holder. If this Call Warrant, the Warrant Agent and the Trustee shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares any obligations with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to such notice by the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Sharessuch Call Warrant. The Penalty shall be paid to the holder expiration of a notice by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Call Warrant be entitled shall in no way affect a holder of a Call Warrant's right to exercise subsequently deliver a number of Warrants (or portions thereof) in excess notice which satisfies the terms of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Trust Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Manner of Exercise. Subject to the provisions hereof, this Warrant (a) Call Warrants may be exercised by the any holder hereofthereof (each, a "Warrant Holder") in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours part on any business day at the Company's principal executive offices (or such other office or agency Call Date. The following conditions shall apply to any exercise of the Company as it may designate by notice to the holder hereof), and upon Call Warrants: (i) A notice (each, a "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at least 5 Business Days before such Call Date. (ii) The Warrant Holder shall surrender the Call Warrants to the Warrant Agent at its office specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date. (iii) The Warrant Holder shall have made payment to the Company in cashWarrant Agent, by certified or official bank check or by wire transfer for or other immediately available funds acceptable to the account Warrant Agent, in the amount of the Company Call Price, no later than 10:00 a.m. (New York City time) on the Call Date. (iv) The Warrant Holder shall exercise Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates. (v) The Warrant Holder may not exercise the Call Warrants at any time when such Warrant Holder is insolvent, and such Warrant Holder shall be required to certify that it is solvent at the time of exercise, by completing the Form of Subscription attached to the Call Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and by delivering to the Trustee a form reasonably satisfactory to the Trustee of the Exercise Price for opinion and the Warrant Shares specified in the Exercise Agreement or (iisolvency certificate required pursuant to Section 7(b)(ii) if the resale of the Series Supplement. (vi) The Warrant Shares by Holder shall have satisfied any other conditions to the holder is not then registered pursuant exercise of Call Warrants set forth in Section 7(b) of the Series Supplement. (b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to an effective registration statement under delivery of the Securities Act of 1933Called Certificates. The "Called Certificates" shall be Certificates having a Certificate Principal Amount or notional amount, as amended (the "Securities Act")applicable, delivery equal to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares $25 per Call Warrant. Unless otherwise specified in the Exercise Agreement. The Warrant Shares so purchased therein, such Call Notice shall be deemed to be issued notice of an Optional Exchange pursuant to the holder hereof or such holder's designee, as the record owner of such shares, as Section 7(a) of the close Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of business on the date on which this Warrant Depositor shall have been surrendered, receive the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for proceeds of the Warrant Shares so purchased, representing sale of the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof Called Underlying Securities and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess receive the related Called Certificates. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the number of Warrants (or portions thereof) upon exercise of which Underlying Securities as the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership Called Certificates represent of the unexercised Warrants Class A-1 Certificates and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyClass A-2 Certificates.

Manner of Exercise. Subject to the provisions hereof, 1.2.1 The Holder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by the upon surrender of this Warrant, together with a completed exercise agreement in the form of Subscription Agreement attached hereto (the "Exercise Agreement")duly executed, to the Company during normal business hours on any business day at the Company's principal executive offices (or such other its corporate office or agency of the Company as it may designate by notice to the holder hereof)in Kennesaw, Georgia, and upon (i) payment to the Company of the full Purchase Price for each Share to be purchased in cashlawful money of the United States, or by certified or official bank check cashier’s check, or wired funds, and upon compliance with and subject to the conditions set forth herein. 1.2.2 Upon receipt of this Warrant with the form of Subscription Agreement duly executed and accompanied by wire transfer for the account payment of the Company of the Exercise aggregate Purchase Price for the Shares for which this Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933being exercised, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed cause to be issued to certificates for the holder hereof or such holder's designee, as the record owner total number of such shares, as of the close of business on the date on whole Shares for which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be is being exercised in such denominations as are required for delivery to the Holder, and the Company shall thereupon deliver such certificates to the Holder or its nominee. 1.2.3 In case the Holder shall exercise this Warrant with respect to less than all of the Shares that may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If purchased under this Warrant shall have been exercised only in part, then, unless this Warrant has expiredWarrant, the Company shallshall execute a new warrant for the balance of the Shares that may be purchased upon exercise of this Warrant and deliver such new warrant to the Holder. 1.2.4 The Company covenants and agrees that it will pay when due and payable any and all taxes which may be payable in respect of the issue of this Warrant, at its expenseor the issue of any Shares upon the exercise of this Warrant. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of this Warrant or of the Shares in a name other than that of the Holder at the time of delivery surrender, and until the payment of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then tax the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyrequired to issue such Shares.

Manner of Exercise. Subject From and after the first Business Day following the six month anniversary of the Closing Date, and until 5:00 P.M., New York time, on the Expiration Date (the "Exercise Period"), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder, subject to the provisions hereof, terms and conditions of this Warrant may be exercised by the holder hereofWarrant. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at its principal executive office or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice to the holder hereof)provided herein, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an ▇▇▇▇▇▇'s election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price as provided herein, and (iii) this Warrant. Such notice shall be irrevocable and substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt thereof, the Company shall, as promptly as reasonably practicable, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall reasonably request in the notice and shall be registered in the name of such holder the Holder or if permitted pursuant to the terms of this Warrant such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% rights of the number of Warrant Shares that Holder to purchase the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of unpurchased shares of Common Stock beneficially owned called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or at the holder and its affiliates (other than shares request of Common Stock which the Holder, appropriate notation may be deemed beneficially owned through made on this Warrant and the ownership same returned to the Holder. Payment of the unexercised Warrants and Warrant Price may be made at the unexercised or unconverted portion of any other securities option of the Company Holder by: (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)i) subject to a limitation on conversion certified or exercise analogous official bank check payable to the limitation contained herein) and order of the Company, or (ii) wire transfer of immediately available funds to the number account of the Company; or (iii) in accordance with Section 2.4 below. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject to the provisions hereof, 1.2.1 The Holder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by the upon surrender of this Warrant, together with a completed the duly executed exercise agreement notice, in the form attached hereto (the "Exercise Agreement")as Appendix B, to the Company during normal business hours on any business day at the Company's principal executive offices (or such other its corporate office or agency of the Company as it may designate by notice to the holder hereof)in Denver, Colorado, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the each Warrant Shares specified Share to be purchased in the Exercise Agreement or (ii) if the resale lawful money of the United States, or by certified or cashier’s check, or wired funds. 1.2.2 Upon receipt of this Warrant Shares with the duly executed exercise notice and accompanied by payment of the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) aggregate Exercise Price for the Warrant Shares specified in for which this Warrant is then being exercised, the Exercise Agreement. The Warrant Shares so purchased Company shall be deemed cause to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof Holder, within a reasonable time, not exceeding three (3) business days, trading days after this Warrant shall have been so exercised. The certificates so delivered shall be , including the delivery of the duly executed exercise notice and payment of the aggregate Exercise Price, by (a) causing the Company’s transfer agent to credit the Warrant Shares in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall book-entry form to an account to be designated by such holder. If the Holder or (b) if electronic delivery is unavailable, delivering at the address designated by the Holder certificates representing the total number of whole Warrant Shares for which this Warrant is being exercised. 1.2.3 In case the Holder shall have been exercised only in part, then, unless exercise this Warrant has expiredwith respect to less than all of the Warrant Shares that may be purchased under this Warrant, the Company shallshall execute a new Warrant in substantially identical form (other than the number of Warrant Shares) for the balance of the Warrant Shares that may be purchased upon exercise of this Warrant and deliver such new Warrant to the Holder. 1.2.4 The Company covenants and agrees that it will pay when due and payable any and all taxes and governmental charges (other than any income tax due under federal, at its expensestate or other law as a result of owning this Warrant or any Warrant Shares issued upon the exercise of this Warrant) which may be payable in respect of the issue of this Warrant, or the issue of any Warrant Shares upon the exercise of this Warrant. The Company shall not, however, be required to pay any stamp, transfer or similar tax which may be payable in respect of any transfer involved in the issuance of this Warrant or of the Warrant Shares in a name other than that of the Holder at the time of delivery of surrender or an affiliate thereof; in the event any such certificatestransfer is involved and any such tax is payable, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay not be required to issue such Warrant Shares until the payment of such tax (or the payment to the holder in cash a penalty (the "Penalty") equal Company of an amount sufficient to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates reimburse it for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion payment of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreementtax)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Manner of Exercise. Subject From and after the date hereof and until 5:00 P.M., California time, on the Expiration Date, but subject to SECTION 2.4, the provisions hereof, holder may exercise this Warrant may be exercised by for all or any part of the holder hereofnumber of shares of Warrant Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), holder shall deliver to the Company during normal business hours on any business day at its office at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Burbank, California 91505, or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice pursuant to the holder hereof)Article 12, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an the holder's election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price in the Exercise Agreementmanner provided below, and (iii) this Warrant. The Warrant Shares so purchased Such notice shall be deemed substantially in the form of the subscription form appearing at the end of this Warrant as EXHIBIT A, duly executed by or on behalf of the holder. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by such holder shall request in the holder hereof notice and shall be registered in the name of such the holder or or, subject to Article 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the payment of the Warrant Price and this Warrant, are received by the Company as described above and all taxes required to be paid by the holder, if any, pursuant to Section 2.2 prior to the issuance of such holdershares of Warrant Stock have been paid. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder a new Warrant representing evidencing the number rights of the holder to purchase the unpurchased shares of Warrant Stock called for by this Warrant, which new Warrant shall in all other respects be identical with respect to which this Warrant, or, at the request of the holder, appropriate notation may be made on this Warrant shall not then have been exercisedand the same returned to the holder. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for Payment of the Warrant Shares within three Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) business days after this Warrant is exercisedcertified or official bank check, then (4) transfer to the Company shall pay of shares of Common Stock, including shares to be issued upon the holder in cash a penalty exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the "Penalty") equal to 2% event of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number application of shares of Common Stock beneficially owned by to the holder and its affiliates (other than shares payment of the Warrant Price, the amount to be credited to the payment of the Warrant Price for each share of Common Stock which may so applied shall be deemed beneficially owned through the ownership average Market Price of the unexercised Warrants and Common Stock for the unexercised or unconverted portion of any other securities of ten Trading Day period ending on the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous Trading Day immediately prior to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companypayment date.

Manner of Exercise. Subject to the provisions hereof, To exercise this Warrant may be exercised by the holder hereof, in whole or in part, by the surrender Holder shall deliver on any Business Day to the Company at its principal place of business (a) this Warrant, together with (b) a completed exercise agreement written notice in substantially the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by Subscription Notice attached hereto, of the Holder's election to exercise this Warrant, which notice shall specify the number of shares to be purchased (which shall be a whole number of Shares if for less than all the holder hereofShares then issuable hereunder), and upon (ic) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for with respect to such Shares. Such payment may be made by cash, certified or bank cashier's check or wire transfer in an amount equal to the Warrant Shares specified in product of (i) the Exercise Agreement or Price times (ii) if the resale number of the Warrant Shares by the holder is not then registered pursuant Interests as to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrenderedis being exercised. The Company shall, the completed Exercise Agreement shall have been as promptly as practicable and in any event within seven days after receipt of such notice and payment, execute and deliver or cause to be executed and delivered, and payment shall have been made for in accordance with such shares as set forth above. Certificates for the Warrant Shares so purchasednotice, a certificate or certificates representing the aggregate number of shares a share of Common Stock specified in the Exercise Agreement, shall be delivered to the holder hereof within said notice together with cash in lieu of any fractions of a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedshare of Common Stock as provided in Section 2.5. The certificate or certificates so delivered shall be in such denominations as may be requested by the holder hereof specified in such notice, and shall be registered issued in the name of such holder the Holder or such other name or names as shall be designated in such notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other Person so designated to be named therein shall be deemed for all purposes to have become a holder of record of Warrant Shares, as of the date the aforementioned notice and payment is received by such holderthe Company. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificate or certificates, deliver to the holder Holder a new Warrant representing evidencing the number of shares with respect right to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if purchase the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of remaining shares of Common Stock beneficially owned called for by this Warrant, which new Warrant shall, in all other respects be identical with this Warrant, or, at the holder and its affiliates (other than shares request of Common Stock which the Holder, appropriate notation may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation made on conversion or exercise analogous this Warrant which shall then be returned to the limitation contained herein) Holder. The Company shall pay all expenses, stamp, documentary and (ii) similar taxes and other charges payable in connection with the number preparation, issuance and delivery of shares of Common Stock issuable upon exercise of the share certificates and new Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of under this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyprovision.

Manner of Exercise. Issuance of Certificates; Payment for --------------------------------------------------------- Shares. ------ Subject to the provisions hereof, this Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official offi cial bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Manner of Exercise. Subject to the provisions hereofThe Option, this Warrant or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: (a) A written notice complying with the applicable rules established by the holder hereofCommittee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; (b) A bona fide written representation and agreement, in whole or in parta form satisfactory to the Committee, signed by the surrender Optionee or other person then entitled to exercise such Option or portion, stating that the shares of this Warrantstock are being acquired for his own account, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on for investment and without any business day at the Company's principal executive offices (present intention of distributing or such other office reselling said shares or agency any of the Company them except as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement be permitted under the Securities Act of 1933and then applicable rules and regulations thereunder, as amended (and that the "Securities Act")Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, delivery damage, expense or liability resulting to the Company if any sale or distribution of a written notice the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its reasonable discretion, take whatever additional actions it deems appropriate to insure the observance and performance of an election such representation and agreement and to effect a "Cashless Exercise" compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (as defined in Section 11(cb) below) for and the Warrant Shares specified agreements herein. The written representation and agreement referred to in the Exercise Agreement. The Warrant Shares so purchased shall first sentence of this subsection (b) shall, however, not be deemed required if the shares to be issued pursuant to such exercise have been registered under the holder hereof or Securities Act, and such holder's designee, as the record owner registration is then effective in respect of such shares; and (c) In the event that the Option shall be exercised by any person or persons other than the Optionee, as appropriate proof of the close right of business on such person or persons to exercise the date on which this Warrant shall have been surrendered, Option; and (d) Full payment to the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates Secretary of the Company for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law the Option, or in equityportion thereof, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) through cash payment; (ii) through the number delivery of shares of Common Stock beneficially which have been owned by Optionee for at least six months, duly endorsed for transfer to the holder and its affiliates Company with a fair market value (other than shares as determined by the Committee acting in good faith) on the date of Common Stock which may be deemed beneficially owned through delivery equal to the ownership aggregate exercise price of the unexercised Warrants and Option or exercised portion thereof; or (iii) through a combination of either of the unexercised or unconverted portion of any other securities foregoing; and (e) Full cash payment to the Secretary of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyany applicable withholding tax.

Manner of Exercise. Subject This Warrant shall be exercisable for all of the Warrant Shares on any date on and after the date of closing of the first Qualified Equity Offering to occur after the provisions hereofdate hereof (the “Start Date”), this so long as that date occurs on or before the Warrant may be exercised by Expiration Date, until the holder hereof, in whole or in part, by Warrant Expiration Date. At the surrender time of exercise of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at the Company's principal executive offices (or such other its office or agency of the Company as it may designate by notice maintained for this purpose pursuant to the holder hereof)§ 10, and upon (i) payment to the Company in cash, by a certified or official bank check or by wire transfer for checks payable to the account order of the Company of in an amount equal to the Exercise aggregate Purchase Price for the Warrant Shares specified as to which this Warrant is exercised. In the alternative, the Holder may, in the Exercise Agreement or (ii) if the resale exercise of the its sole and absolute discretion, exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a Fair Market Value equal to the Purchase Price that would otherwise have been paid by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) Holder for the Warrant Shares specified being issued pursuant to such exercise. Upon receipt of notice from the Holder hereof that such Holder wishes to exercise this Warrant, the Company shall, as promptly as practicable, and in the Exercise Agreement. The Warrant Shares so purchased shall be deemed any event within five (5) Business Days thereafter, execute or cause to be issued executed, and deliver to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedShares issuable upon such exercise. The stock certificate or certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder the Holder or such other name as shall be designated by in the related notice of exercise. Unless otherwise specified in such holder. If this Warrant shall have been exercised only in partnotice, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant one certificate representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the aggregate number of Warrant Shares that issued upon such exercise shall be so delivered. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder is entitled to multiplied by of record of such shares for all purposes, as of the Market Price (as hereinafter defined) for each day that date of and upon the Company fails to deliver certificates for Company’s receipt of such check or checks or other form of payment following notice of exercise on or after the Start Date and on or before the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyExpiration Date.

Manner of Exercise. Subject to the provisions hereof, this (a) This Call Warrant may be exercised by the holder hereofhereof (each, a "Warrantholder"), in whole or in part, on any Warrant Exercise Date, set forth in the prior written notice to the Warrant Agent and the Trustee delivered at any time on or before the Business Day that is at least fifteen (15) days before such Warrant Exercise Date, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Call Warrant to the Company during normal business hours Warrant Agent at its office set forth in Section VI.3 hereof no later than 11:00 a.m. (New York City time) on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the Warrant Exercise Date; provided that such holder hereof), and upon (i) shall have made payment to the Company in cashWarrant Agent, by certified or official bank check or by wire transfer for or other immediately available funds acceptable to the account Warrant Agent, in the amount of the Company applicable Warrant Exercise Purchase Price, in a manner such that funds are available to the Warrant Agent no later than 11:00 a.m. (New York City time) on such Warrant Exercise Date, and such holder shall thereupon be entitled to delivery of the Exercise Price for Term Assets equal to $1,000 per Call Warrant purchased hereunder in accordance with this Article I; provided further that the Warrantholder may not exercise this Call Warrant at any time when such Warrantholder is insolvent, and in connection therewith, such Warrantholder shall be required to certify that it is solvent at the time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or prior to the Warrant Shares specified in Exercise Date. (b) The Warrant Agent shall notify the Exercise Agreement or (ii) if the resale of Trustee immediately upon receipt by the Warrant Shares Agent of a notice by the holder is not then registered of this Call Warrant and upon receipt of payment of the applicable Warrant Exercise Purchase Price from such holder pursuant to an effective registration statement under the Securities Act clause (a) of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in this Section 11(c) below) for the Warrant Shares specified in the Exercise AgreementI. 1. The Warrant Shares so purchased Agent shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and transfer each payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof pursuant to clause (a) of this Section I.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement no later than 1:00 p.m. (New York City time) on the applicable Warrant Exercise Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account). (c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Warrant Exercise Purchase Price. If, by 11:00 a.m. (New York City time) on the Warrant Exercise Date, the holder of the Call Warrant being exercised has not paid the Warrant Exercise Purchase Price, then such notice shall automatically expire and shall be registered in none of the name holder of such holder or such other name as shall be designated by such holder. If this Call Warrant, the Warrant Agent and the Trustee shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares any obligations with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to such notice by the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Sharessuch Call Warrant. The Penalty shall be paid to the holder expiration of a notice by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Call Warrant be entitled shall in no way affect a holder of a Call Warrant's right to exercise subsequently deliver a number of Warrants (or portions thereof) in excess notice which satisfies the terms of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Trust Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Manner of Exercise. Subject to the provisions hereof, this Warrant (a) Call Warrants may be exercised by the any holder hereofthereof (each, a "Warrant Holder") in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours part on any business day at the Company's principal executive offices (or such other office or agency Call Date. The following conditions shall apply to any exercise of the Company as it may designate by notice to the holder hereof), and upon Call Warrants: (i) A notice (each, a "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at least 5 Business Days before such Call Date. (ii) The Warrant Holder shall surrender the Call Warrants to the Warrant Agent at its office specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date. (iii) The Warrant Holder shall have made payment to the Company in cashWarrant Agent, by certified or official bank check or by wire transfer for or other immediately available funds acceptable to the account Warrant Agent, in the amount of the Company Call Price, no later than 10:00 a.m. (New York City time) on the Call Date. (iv) The Warrant Holder shall exercise Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates. (v) The Warrant Holder may not exercise the Call Warrants at any time when such Warrant Holder is insolvent, and such Warrant Holder shall be required to certify that it is solvent at the time of exercise, by completing the Form of Subscription attached to the Call Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and by delivering to the Trustee a form reasonably satisfactory to the Trustee of the Exercise Price for opinion and the solvency certificate required pursuant to Section 7(b)(ii) of the Series Supplement. (vi) The Warrant Shares specified Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(b) of the Series Supplement. (b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery of the Called Certificates. The "Called Certificates" shall be, in the Exercise Agreement or (ii) if the resale case of the Warrant Shares by the holder is not then registered pursuant Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Amount equal to an effective registration statement under the Securities Act of 1933$10 per Call Warrant, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified and in the Exercise Agreementcase of the Class A-2 Certificates, Class A-2 Certificates having a Certificate Principal Amount equal to $1,000 per Call Warrant. The Warrant Shares so purchased Unless otherwise specified therein, such Call Notice shall be deemed to be issued notice of an Optional Exchange pursuant to the holder hereof or such holder's designee, as the record owner of such shares, as Section 7(a) of the close Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of business on the date on which this Warrant Depositor shall have been surrendered, receive the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for proceeds of the Warrant Shares so purchased, representing sale of the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof Called Underlying Securities and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess receive the related Called Certificates. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the number of Warrants (or portions thereof) upon exercise of which Underlying Securities as the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership Called Certificates represent of the unexercised Warrants Class A-1 Certificates and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyClass A-2 Certificates.

Manner of Exercise. Subject to the provisions hereof, this Warrant (a) Call Warrants may be exercised by the any holder hereofthereof (each, a "Warrant Holder") in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours part on any business day at the Company's principal executive offices (or such other office or agency Call Date. The following conditions shall apply to any exercise of the Company as it may designate by notice to the holder hereof), and upon Call Warrants: (i) A notice (each, a "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at least 5 Business Days before such Call Date. (ii) The Warrant Holder shall surrender the Call Warrants to the Warrant Agent at its office specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date. (iii) The Warrant Holder shall have made payment to the Company in cashWarrant Agent, by certified or official bank check or by wire transfer for or other immediately available funds acceptable to the account Warrant Agent, in the amount of the Company Call Price, no later than 10:00 a.m. (New York City time) on the Call Date. (iv) The Warrant Holder may not exercise the Call Warrants at any time when such Warrant Holder is insolvent, and such Warrant Holder shall be required to certify that it is solvent at the time of exercise, by completing the Form of Subscription attached to the Call Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and by delivering to the Trustee the opinion (in a form reasonably satisfactory to the Trustee) and the solvency certificate required pursuant to Section 7(d)(ii) of the Exercise Price for Series Supplement. (v) The Warrant Holder shall have satisfied all conditions to the Warrant Shares specified exercise of Call Warrants set forth in the Exercise Agreement or (iiSection 7(b) if the resale of the Series Supplement. (b) Upon exercise of Call Warrants, any Warrant Shares Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the holder is not then registered pursuant to an effective registration statement under Trustee of the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise AgreementCalled Certificates. The Warrant Shares so purchased "Called Certificates" shall be Certificates having a Certificate Principal Amount equal to $25 per Call Warrant. Unless otherwise specified therein, such Call Notice shall be deemed to be issued notice of an Optional Exchange pursuant to the holder hereof or such holder's designee, as the record owner of such shares, as Section 7(a) of the close Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of business on the date on which this Warrant Depositor shall have been surrendered, receive the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for proceeds of the Warrant Shares so purchased, representing sale of the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof Called Underlying Securities and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess receive the related Called Certificates. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the number of Warrants (or portions thereof) upon exercise of which Underlying Securities as the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership Called Certificates represent of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyCertificates.

Manner of Exercise. Subject In order to the provisions hereof, this exercise any Warrant may be exercised by the holder hereof, in whole or in part, by the surrender Holder shall complete one of this Warrantthe subscription forms attached hereto, together with a completed exercise agreement in deliver the form attached hereto (the "Exercise Agreement"), Warrant to the Company during normal business hours on any business day at its Principal Office and make payment of the Purchase Price pursuant to one of the payment options provided in this Section 2.B. Payment of the Purchase Price shall be made at the Company's principal executive offices (or such other office or agency option of the Company as it may designate Holder by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified one or official bank check or by wire transfer for the account more of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or following methods: (ii1) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of cash, a written notice certified check or a bank cashier's check in an amount equal to the then aggregate Purchase Price, (2) by instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of the particular Warrant with an election to effect a "Cashless Exercise" aggregate Fair Market Value (as defined in Section 11(c) below) for equal to such Purchase Price, or (3) by surrendering to the Warrant Shares specified in Company shares of Common Stock previously acquired by the Exercise AgreementHolder with an aggregate Fair Market Value equal to such Purchase Price, or any combination of the foregoing. The Warrant Shares so purchased Upon receipt thereof by the Company, the Holder shall immediately be deemed to be issued a holder of record of the shares of Common Stock specified in said subscription form, and the Company shall, as promptly as practicable, and in any event within 10 business days thereafter, execute and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of shares of Common Stock specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedsaid subscription form. The certificates Each stock certificate so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder Holder or such other name as shall be designated by such holderHolder, subject to compliance with federal and state securities laws and Section 4 hereof. If this the Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such said stock certificate or certificates, deliver to the holder Holder a new Warrant in the form of this Warrant representing the right to purchase the remaining number of shares with respect to which this Warrant shall not then have been exercisedpurchasable thereunder. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to this Section 2, except that, in case such stock certificates shall be registered in a name or names other than the holder in cash a penalty (the "Penalty") equal to 2% name of the number Holder, funds sufficient to pay all stock transfer taxes which shall be payable upon the execution and delivery of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver such stock certificate or certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid by the Holder to the holder by Company at the fifth day time of delivering the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event Company. As used herein "FAIR MARKET VALUE" on any day shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of mean (i) the number average of shares the daily closing sale prices of the Common Stock beneficially owned by during the holder and its affiliates (other than shares 20 trading days immediately preceding the day as of which "FAIR MARKET VALUE" is being determined, on the principal securities exchange on which the Common Stock which may be deemed beneficially owned through the ownership is then listed, or if there shall have been no sales of the unexercised Warrants and Common Stock on such exchange on such day, the unexercised or unconverted portion of any other securities mean of the Company (including closing bid and asked prices on such exchange at the Notes and Preferred Shares (as end of such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion day, or exercise analogous to the limitation contained herein) and (ii) if the number of shares of Common Stock issuable upon exercise is not so listed, the average of the Warrants high and low bid and prices on such day in a domestic over-the-counter market, or (iii) any time the Common Stock is not listed on any domestic exchange or portions thereof) with respect to which quoted in a domestic over-the-counter market, the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership "FAIR MARKET VALUE" shall be determined in accordance with Section 13(d) by the Board of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders Directors of the Company.

Manner of Exercise. Subject to (a) To the provisions hereofextent that the Option is vested and exercisable in accordance with Section 4 of this Agreement, this Warrant the Option may be exercised by the holder hereofOptionee at any time, or from time to time, in whole or in part, by on or prior to the surrender termination of the Option (as set forth in Section 6 of this WarrantAgreement) upon payment of the Option Price for the Option Shares to be acquired in accordance with the terms and conditions of this Agreement and the Plan. (b) If Optionee is entitled to exercise the vested and exercisable portion of the Option, together with a completed exercise agreement and wishes to do so, in the form attached hereto whole or part, Optionee shall (the "Exercise Agreement"), i) deliver to the Company during normal business hours on any business day at the Company's principal executive offices (or a fully completed and executed notice of exercise, in such other office or agency of form as may be designated by the Company as it may designate by notice in its sole discretion, specifying the exercise date and the number of Option Shares to the holder hereof), be purchased pursuant to such exercise and upon (iii) payment remit to the Company in casha form satisfactory to the Company, by certified or official bank check or by wire transfer in its sole discretion, the Option Price for the account Option Shares to be acquired on exercise of the Option, plus an amount sufficient to satisfy any withholding tax obligations of the Company that arise in connection with such exercise (as determined by the Company) in accordance with the provisions of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or Plan. (iic) if the resale The Company’s obligation to deliver shares of the Warrant Shares Stock to Optionee under this Agreement is subject to and conditioned upon Optionee satisfying all tax obligations associated with Optionee’s receipt, holding and exercise of the Option. Unless otherwise approved by the holder is not then registered pursuant to an effective registration statement under Committee, all such tax obligations shall be payable in accordance with the Securities Act provisions of 1933the Plan. The Company and its Affiliates and subsidiaries, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreementapplicable, shall be delivered entitled to deduct from any compensation otherwise due to Optionee the amount necessary to satisfy all such taxes. (d) Upon full payment of the Option Price and satisfaction of all applicable tax obligations, and subject to the holder hereof within a reasonable time, not exceeding three (3) business days, after applicable terms and conditions of the Plan and the terms and conditions of this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expiredAgreement, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver cause certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay shares purchased hereunder to the holder in cash a penalty (the "Penalty") equal be delivered to 2% of the number of Warrant Shares that the holder is entitled Optionee or cause an uncertificated book-entry representing such shares to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Manner of Exercise. Subject to the provisions hereof, this (a) This Warrant may be exercised by the holder hereofexercised, from time to time, in whole or in part, by the surrender giving written notice of this Warrant, together with a completed such exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (, accompanied by payment in full in cash or such other office or agency of the Company as it may designate by notice certified check to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price of the shares to be purchased. As soon as practicable, but not later than 30 days after the Warrantholder has given said written notice and made said payment, the Company shall, without charging stock issue or transfer taxes to the Warrantholder, issue the number of shares of duly authorized Common Stock issuable upon such exercise, which shall be duly issued, fully paid and nonassessable, and shall deliver to the Warrantholder a certificate or certificates therefor, registered in the Warrantholder's name. The Warrantholder shall be deemed a stockholder of the Company upon exercise of this Warrant as provided in this Section 2, except that if payment is made by personal check, he or she shall not be deemed a stockholder until such time as his or her check has cleared. (b) If this Warrant is exercised in part, it must be exercised for a number of whole shares of Common Stock, and the Warrantholder will be entitled to and shall receive a new Warrant, as soon as practicable, but in no event later than 15 business days, covering the Warrant Shares specified which have not been exercised. Upon such surrender of this Warrant, the Company will: (i) issue a certificate or certificates, in such denominations as are requested for delivery by the Warrantholder, in the Exercise Agreement or name of the Warrantholder for the largest number of whole shares of Common Stock to which the Warrantholder shall be entitled and, if this Warrant is exercised in whole, in lieu of any fractional share of Common Stock to which the Warrantholder may be entitled, pay to the Warrantholder cash in an amount equal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall from time to time establish); and (ii) deliver the other securities and properties receivable upon the exercise of this Warrant, or the proportionate part thereof if the resale of the this Warrant Shares by the holder is not then registered exercised in part, pursuant to an effective registration statement under the Securities Act provisions of 1933, as amended this Warrant. Upon exercise in accordance with Subsection 2(a) or (the "Securities Act"b), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased Warrantholder shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess record of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise such exercise, notwithstanding that the stock transfer books of the Warrants (Company shall then be closed or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding that certificates representing such shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership Stock shall not then actually be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything delivered to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyWarrantholder.

Manner of Exercise. Subject to the provisions hereofterms and conditions of this Warrant, the Holder shall have the right to exercise this Warrant may be exercised by the holder hereofduring Exercise Period, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), delivering to the Company during normal business hours on any business day at the Company's principal executive offices Designated Office (or such other office or agency a) a Notice of Exercise, duly executed by the Holder, specifying the number of shares of Common Stock to be purchased, (b) payment of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, Warrant Price by certified or official bank check or check, (c) this Warrant and (d) in the event this Warrant is being exercised by wire transfer for any Person other than the account of Holder pursuant to this Section 2.2, it shall be accompanied by proof acceptable to the Company of the Exercise Price for right of such Person or Persons to exercise this Warrant. Upon receipt thereof, the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933Company shall, as amended promptly as practicable, execute (the "Securities Act"), delivery or cause to be executed) and deliver (or cause to be delivered) to the Company of Holder a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedof Common Stock issuable upon such exercise. The certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall request in the Notice of Exercise and shall be registered in the name of such holder or the Holder or, subject to the terms of this Warrant, such other name as shall be designated in the Notice of Exercise. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder and/or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the items specified in clauses (a) through (d) above are received by such holderthe Company. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing the shares of Common Stock being issued, deliver to the holder Holder a new Warrant representing warrant evidencing the number rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new warrant shall in all other respects be identical with respect to which this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if and the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay same returned to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accruedHolder. Notwithstanding anything in this Warrant any provision herein to the contrary, the Company shall not be required to register shares in no event shall the holder name of any Person who acquires this Warrant be entitled to exercise a number of Warrants (or portions thereofpart hereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common any Warrant Stock beneficially owned by the holder and its affiliates (other otherwise than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyWarrant.

Manner of Exercise. Subject From and after the Closing Date, and until 5:00 P.M., New York time, on the Expiration Date (the “Exercise Period”), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at its principal office or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice pursuant to the holder hereof)Section 12, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an Holder’s election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price as provided herein, and (iii) this Warrant. Such notice shall be substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within three Business Days thereafter, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall request in the notice and shall be registered in the name of such holder the Holder or if permitted pursuant to the terms of this Warrant such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with respect to which this Warrant, or at the request of the Holder, appropriate notation may be made on this Warrant shall not then have been exercisedand the same returned to the Holder. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for Payment of the Warrant Shares within three (3) business days after this Warrant is exercised, then Price may be made at the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% option of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of Holder by: (i) certified or official bank check payable to the number order of the Company, (ii) wire transfer of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a portion of shares of Common Stock beneficially owned then held by the holder Holder or issuable upon such exercise of this Warrant, which shall be valued and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through credited toward the ownership total Warrant Price due the Company for the exercise of the unexercised Warrants and Warrant based upon the unexercised or unconverted portion of any other securities Current Market Price of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of Common Stock. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject to the provisions hereof, this (a) This Call Warrant may be exercised by the holder hereofhereof (each, a "Warrant Holder"), in whole or in part, on any Call Date, set forth in a written notice delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Call Warrant to the Company during normal business hours Warrant Agent at its office set forth in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the Call Date; provided that such holder hereof), and upon (i) shall have made payment to the Company in cashWarrant Agent, by certified or official bank check or by wire transfer for or other immediately available funds acceptable to the account Warrant Agent, in the amount of the Company applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such Call Date, and such holder shall thereupon be entitled to delivery of the Exercise Price for Certificates in a Certificate Principal Amount equal to $25 per Call Warrant purchased hereunder in accordance with this Article I; provided further that the Warrant Shares specified Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the Exercise Agreement time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or (ii) if prior to the resale Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the Warrant Shares by opinion and the holder is not then registered solvency certificate required pursuant to an effective registration statement under Section 7(b)(iv) of the Securities Act Series Supplement. Such notice of 1933, as amended (the "Securities Act"), delivery to the Company exercise of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Call Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued notice of an Optional Exchange pursuant to Section 7(a) of the Series Supplement. (b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder hereof or such holder's designee, as the record owner of such shares, as this Call Warrant and upon receipt of payment of the close applicable Call Price from such holder pursuant to clause (a) of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedSection 1. 1. The certificates so delivered Warrant Agent shall be in such denominations as may be requested transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account). (c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and shall be registered in none of the name holder of such holder or such other name as shall be designated by such holder. If this Call Warrant, the Warrant Agent and the Trustee shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares any obligations with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to such notice by the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Sharessuch Call Warrant. The Penalty shall be paid to the holder expiration of a notice by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Call Warrant be entitled shall in no way affect a holder of a Call Warrant's right to exercise subsequently deliver a number of Warrants (or portions thereof) in excess notice which satisfies the terms of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Trust Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Manner of Exercise. Subject From and after the Commencement Date, and until 5:00 P.M., New York time, on the Expiration Date (the "Exercise Period"), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder, subject to the provisions hereof, terms and conditions of this Warrant may be exercised by the holder hereofWarrant. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at its principal office or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice to the holder hereof)provided herein, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an ▇▇▇▇▇▇'s election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, and (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price as provided herein. Such notice shall be irrevocable and substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt thereof, the Company shall, as promptly as reasonably practicable, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall reasonably request in the notice and shall be registered in the name of such holder the Holder or if permitted pursuant to the terms of this Warrant such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% rights of the number of Warrant Shares that Holder to purchase the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of unpurchased shares of Common Stock beneficially owned called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or at the holder and its affiliates (other than shares request of Common Stock which the Holder, appropriate notation may be deemed beneficially owned through made on this Warrant and the ownership same returned to the Holder. Payment of the unexercised Warrants and Warrant Price may be made at the unexercised option of the Holder by: (i) certified or unconverted portion official bank check payable to the order of any other securities the Company, (ii) wire transfer of immediately available funds to the account of the Company or (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)iii) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of cashless exercise, if eligible under Section 5 below. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject to the provisions hereof, this Warrant (a) Warrants may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) delivery of the form of election to purchase Common Stock attached hereto as Exhibit C duly completed and signed by the Holder and, with respect to certificated Warrants, the surrender to the Warrant Agent at the office of the Warrant Agent of the related Warrant Certificate and (ii) payment to the Company Warrant Agent, for the account of the Company, of the applicable Exercise Price for each Warrant Share issuable upon the exercise of such Warrants then exercised (a “Cash Exercise”). Such payment shall be made in cash, cash or by certified or official bank check payable to the order of the Company or by wire transfer for the of funds to an account of designated by the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for purpose. (b) Warrants may also be exercised without the Warrant Shares so purchasedpayment of cash, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) reducing the number of shares of Common Stock beneficially owned by obtainable upon the holder and its affiliates (other than exercise of a Warrant so as to yield a number of shares of Common Stock which may be deemed beneficially owned through upon the ownership exercise of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous Warrant equal to the limitation contained herein) and product of (iia) the number of shares of Common Stock issuable as of the Exercise Date upon the exercise of such Warrant (if payment of the applicable Exercise Price were being made in cash) and (b) the Cashless Exercise Ratio. An exercise of a Warrant in accordance with the immediately preceding sentence is herein called a “Cashless Exercise.” Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the Holder’s option to elect a Cashless Exercise, the number of shares of Common Stock deliverable upon a Cashless Exercise shall be equal to the number of shares of Common Stock issuable upon the exercise of Warrants (or portions thereof) that the Holder specifies are to be exercised pursuant to a Cashless Exercise multiplied by the Cashless Exercise Ratio. All provisions of this Agreement shall be applicable with respect to which a surrender of a Warrant Certificate pursuant to a Cashless Exercise for less than the determination described herein is being madefull number of Warrants represented thereby. (c) Subject to Section 3.02, would result in beneficial ownership the rights represented by the holder and its affiliates of more than 4.9% Warrants shall be exercisable at the election of the outstanding shares Holders thereof either in full at any time or from time to time in part and in the event that a Warrant Certificate is surrendered for exercise of Common Stockless than all the Warrants represented by such Warrant Certificate at any time prior to the Expiration Date, a new Warrant Certificate representing the remaining Warrants shall be issued. For purposes In the case of certificated Warrants, the Warrant Agent shall countersign and deliver to the Holders the required new Warrant Certificates, and the Company, at the Warrant Agent’s request, shall supply the Warrant Agent with Warrant Certificates duly signed on behalf of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyfor such purpose.

Manner of Exercise. Subject From and after the date of issuance hereof and until 5:00 P.M., New York time, on the Expiration Date (the “Exercise Period”), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, the Holder shall deliver to the Company at its principal office or at the office or agency designated by the surrender Company pursuant to Section 12, (i) a written notice of Holder’s election to exercise this Warrant, together with a completed which notice shall specify the number of shares of Warrant Stock to be purchased, (ii) payment of the Warrant Price as provided herein, and (iii) upon exercise agreement of this Warrant in full, this Warrant. Such notice shall be substantially in the form attached hereto (of the "Exercise Agreement")subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within three Business Days thereafter, electronically transmit the Common Stock issuable upon exercise hereof to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cashHolder, by certified or official bank check or by wire transfer for crediting the account of the Holder’s prime broker with Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system using the Fast Automated Securities Transfer (“FAST”) program. The parties agree to coordinate with DTC to accomplish this objective. In lieu of such electronic delivery through DWAC, the Exercise Price for Company shall, to the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares extent requested by the holder is not then registered pursuant Holder or required by law, execute or cause to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery be executed and deliver or cause to be delivered to the Company of Holder a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this of Warrant shall have been so exercisedStock issuable upon exercise hereof. The time periods for delivery of physical certificates evidencing the Warrant Shares are the same as those described above. Any stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall request in the notice and shall be registered in the name of such holder the Holder or such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice to exercise is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, if not effected using book entry as described below, deliver to the holder Holder a new Warrant representing evidencing the number rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with respect to which this Warrant, or at the request of the Holder, appropriate notation may be made on this Warrant shall not then have been exercisedand the same returned to the Holder. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for Payment of the Warrant Shares within three (3) business days after this Warrant is exercised, then Price may be made at the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% option of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of Holder by: (i) certified or official bank check payable to the number order of the Company, (ii) wire transfer to the account of the Company or (iii) the surrender and cancellation of a portion of shares of Common Stock beneficially owned then held by the holder Holder or issuable upon such exercise of this Warrant, which shall be valued and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through credited toward the ownership total Warrant Price due the Company for the exercise of the unexercised Warrants and Warrant based upon the unexercised or unconverted portion of any other securities Current Market Price of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of Common Stock. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject to the provisions terms and conditions hereof, this Warrant may be exercised by the holder hereofHolder on any day on or after the Commencement Date, in whole or in part, by the surrender delivery (whether via facsimile or otherwise) of this Warranta written notice, together with a completed exercise agreement in the form attached hereto as Exhibit A (the "“Exercise Agreement"Notice”), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company Holder’s election to exercise this Warrant. Within one (1) day following an exercise of this Warrant as it may designate by notice to aforesaid, the holder hereof), and upon (i) Holder shall deliver payment to the Company of an amount equal to the Warrant Price in cash, effect on the date of such exercise multiplied by certified the number of Warrant Shares as to which this Warrant was so exercised (the “Aggregate Warrant Price”) in cash or official bank check or by via wire transfer for of immediately available funds. The Holder shall not be required to deliver the account original of the Company this Warrant in order to effect an exercise hereunder. Execution and delivery of the an Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale Notice with respect to less than all of the Warrant Shares by shall have the holder is not then registered pursuant to an effective registration statement under same effect as cancellation of the Securities Act original of 1933, as amended (the "Securities Act"), delivery to the Company this Warrant and issuance of a written notice new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an election to Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect a "Cashless Exercise" (as defined in Section 11(c) below) for cancellation of the original of this Warrant after delivery of the Warrant Shares specified in accordance with the Exercise Agreementterms hereof. The Warrant Shares so purchased shall be deemed to be issued to On or before the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on first day following the date on which the Company has received the Aggregate Warrant Price, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Aggregate Warrant Price, in the form attached hereto as Exhibit B, to the Holder. On or before the 10th day following the date on which the Company has received such Aggregate Warrant Price, the Company shall issue to the Holder the number of Warrant Shares for which this Warrant shall have has been surrenderedexercised. If this Warrant is submitted in connection with any exercise pursuant to this Section 4.1 and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder, the completed Exercise Agreement Company shall have been delivered, as soon as practicable and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding no event later than three (3) business days, Business Days after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof any exercise and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its own expense, at the time of delivery of such certificates, issue and deliver to the holder Holder (or its designee) a new Warrant (in accordance with Section 9)) representing the right to purchase the number of shares Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant shall not then have been is exercised. In addition No fractional shares of Common Stock are to all other available remedies at law or in equity, if be issued upon the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder exercise of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) Warrant, but rather the number of shares of Common Stock beneficially owned to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the holder Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and its affiliates (irrespective of any other than circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, Warrant as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything required pursuant to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyterms hereof.

Manner of Exercise. Issuance of Certificates: Payment for Shares. ---------------------------------------------------------------- Subject to the provisions hereof, this Warrant may be exercised by the holder hereofHolder, in whole or in part, by the surrender of this Warrant, together with a completed complete exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereofHolder), and upon (i) payment to the Company in cash, cash or by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, Holder as the record owner of such shares, shares as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof Holder within a reasonable time, not exceeding three five (35) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof Holder and shall be registered in the name of such holder Holder or such other name as shall be designated by such holderHolder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder Holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the The Company shall pay all taxes and other expenses and charges payable in connection with the preparation, execution, and delivery of stock certificates (and any new Warrants) pursuant to this Paragraph 1 except that, in case such stock certificates shall be registered in a name or names other than the holder Holder at the request of such Holder, funds sufficient to pay all stock transfer taxes which shall be payable in cash a penalty (connection with the "Penalty") equal to 2% execution and delivery of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver such stock certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid by the Holder to the holder Company at the time of the delivery of such stock certificates by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyabove.

Manner of Exercise. Subject to the provisions hereof, this Warrant may (a) The Option shall be exercised by the holder hereof, in whole or in part, by the surrender written notice of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), of Exhibit A to this Agreement addressed to the Company during normal business hours on any business day at and signed by the Optionee and delivered to the Company's principal executive offices (, as such Exhibit may be amended by the Board of Directors or the Compensation Committee from time to time. Optionee also agrees to make such other office representations as are deemed necessary or agency appropriate by the Company and its counsel. If the Option is exercised in part only, the Company shall make a record such option on its books and records reflecting the partial exercise which shall be presumptive of the Company as it may designate by notice to the holder hereof), and upon number of shares exercised. (ib) payment to the Company in cash, The Exercise Price is payable by certified or official bank check or by wire transfer for the account personal check; provided, however, that no shares of Common Stock shall be issued to Optionee until the Company of has been advised by its bank that the Exercise Price for the Warrant Shares specified in the Exercise Agreement or check has cleared. (iic) if the resale of the Warrant Shares The Option may also be exercised by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of shares of Common Stock having a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such sharesfair market value, as of the close date of business on exercise, equal to the date on which this Warrant shall have been surrendered, Exercise Price of the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for Optioned Shares to the Warrant Shares so purchased, representing extent that the aggregate number Option is being exercised. (i) In the event of shares specified the merger or consolidation of the Company with or into any corporation or other entity or in the Exercise Agreementevent of the sale by the Company of all or substantially all of its business and assets followed by a distribution of assets to the stockholders in connection with a liquidation or partial liquidation of the Company or in the event of a similar transaction (each a “Merger Transaction”), prior to the expiration of this Option, this Option shall be delivered converted into the consideration payable with respect to the holder hereof within Common Stock in the Merger Transaction (the “Merger Consideration”) as follows. (ii) The Optionee shall receive Merger Consideration having a reasonable timevalue equal to the appreciation, not exceeding three (3) business daysif any, after of this Warrant shall have been so exercisedOption. The certificates so delivered appreciation of this Option shall be in such denominations as may be requested determined by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing multiplying the number of shares with respect subject to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied Option by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of difference between (i) the number value of shares the Merger Consideration payable with respect to one share of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number Exercise Price of this Option. If the value of the Merger Consideration shall be equal to or less than the Exercise Price, this Option shall not be converted into Merger Consideration, but shall terminate, to the extent not exercised, at the effective time of the Merger Transaction. (iii) The consideration payable to the Optionee shall be in the same form as the Merger Consideration. If the Merger Consideration shall consist of both cash and non-cash consideration, the consideration payable upon conversion of this Option shall be a combination of cash and non-cash consideration in the same proportion as the Merger Consideration is payable to the holders of the Common Stock. (iv) If and to the extent that the Merger Consideration is other than cash, the value of the non-cash Merger Consideration shall be determined in good faith by the Company’s Board of Directors, and the Company shall promptly advise the Optionee of such determination. If the Optionee disagrees with the determination of the Board of Directors, the Optionee shall have the right to exercise this Option by paying the Exercise Price as provided in Section 4(b) or (c) of this Agreement prior to the effectiveness of the Merger Transaction. If the Option is not exercised prior to the effectiveness of the Merger Transaction, the Option shall be automatically converted or terminated, as the case may be, as provided in this Section 4(d). (e) The shares of Common Stock issuable when issued upon exercise of the Warrants Option (or portions thereofthe “Optioned Shares”), will be duly and validly authorized and issued, fully paid and non-assessable. (f) In connection with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on any exercise of this Warrant set forth herein may not be amended without (i) Option, the written consent Optionee shall, contemporaneously with the exercise of this Option, to the holder hereof and the Company and (ii) the approval extent required by law, pay or provide for payment of any withholding taxes due as a majority result of shareholders of the Companysuch exercise.

Manner of Exercise. Subject to the provisions hereofEmployee, or Employee’s representative, may exercise any portion of this Warrant may be exercised Option that has become vested under Section 3 by giving notice in a manner approved by the holder hereofCommittee, in whole or in partspecifying the election to exercise the Option, by the surrender number of this Warrant, together with a completed exercise agreement in Shares for which it is being exercised and the form attached hereto (method of payment for the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency amount of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account Purchase Price of the Company of the Exercise Price Shares for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder which this Option is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreementexercised. The Warrant Shares so purchased Such payment shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be made: (a) In United States dollars delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of exercise; or (b) If the Committee has established a broker-assisted cashless exercise program, payment may be made all or in part by delivery (in a manner approved by the Committee) of such certificates, an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the holder a new Warrant representing Corporation in payment of the number Purchase Price. The notice shall be provided by the person or persons exercising this Option, and in the event this Option is being exercised by the representative of shares with respect to which this Warrant Employee, shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay be accompanied by proof satisfactory to the holder in cash a penalty (the "Penalty") equal to 2% Corporation of the number right of Warrant Shares that the holder is entitled representative to multiplied by exercise the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant SharesOption. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company No Share shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Sharesbe issued until full payment has been made. The Penalty shall be paid to Corporation may permit such other payment forms as it deems appropriate (including the holder by the fifth day surrender of the month following the month Shares in which it has accrued. Notwithstanding anything in this Warrant to the contrarygood form for transfer, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder person exercising this Option and its affiliates (other than shares having an aggregate fair market value on the date of Common Stock which may be deemed beneficially owned through exercise equal to the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase AgreementPrice)) , subject to a limitation on conversion or exercise analogous to the limitation contained herein) applicable laws, regulations and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentencerules. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not the Option shall be amended without (i) subject to the written consent terms of the holder hereof Corporation’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, and the Company and (ii) the approval of no exercise shall be permitted for a majority of shareholders of the Companyfractional share.

Manner of Exercise. Subject to the provisions hereof, this (a) This Warrant may be exercised by giving written notice of such exercise to the holder hereofCompany, accompanied by payment in full of the Exercise Price, in whole cash or certified check payable to the Company, for the shares to be purchased. As soon as practicable, but not later than 15 days after Warrantholder has given said written notice and made said payment, the Company shall, without charging stock issue or transfer taxes to Warrantholder, issue the number of shares of duly authorized common stock issuable upon such exercise, which shall be duly issued, fully paid and non-assessable, and shall deliver to Warrantholder a certificate or certificates thereof, registered in Warrantholder's name. The Warrantholder shall be deemed a stockholder of the Company upon exercise of this Warrant as provided in this Section 2, except that if payment is made by personal check he/she shall not be deemed a stockholder until such time as his/her check has cleared. (b) If this Warrant is exercised in part, by it must be exercised for a number of whole shares of Common Stock, and the Warrantholder will be entitled to receive a new Warrant covering the Warrant Shares which have not been exercised. Upon such surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon will: (i) payment issue a certificate or certificates, in such denominations as are requested for delivery by the Warrantholder, in the name of the Warrantholder, for the largest number of whole shares of Common Stock to which the Warrantholder shall be entitled and, if this Warrant is exercised in whole, in lieu of any fractional share of Common Stock to which the Warrantholder may be entitled, the Company shall round up such fraction to the Company in cash, by certified or official bank check or by wire transfer for the account nearest whole share of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or Common Stock; and (ii) deliver the other securities and properties receivable upon the exercise of this Warrant, or the proportionate part thereof, if the resale of the this Warrant Shares by the holder is not then registered exercised in part, pursuant to an effective registration statement under the Securities Act provisions of 1933, as amended this Warrant. Upon exercise in accordance with Subsection 2(a) or (the "Securities Act"b), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased Warrantholder shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess record of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of such exercise. (c) By exercising this Warrant, Warrantholder acknowledges that the Warrants (or portions thereof) with respect to which Company will be relying upon the determination described representations made herein is being madein issuing the Warrant Shares, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on upon exercise of this Warrant set forth herein may not be amended Warrant, without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyregistration.

Manner of Exercise. Subject At any time or from time to time from and after the provisions hereofClosing Date and until 5:00 P.M., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Current Warrant Price and (iii) this Warrant. Such notice shall be substantially in the form appearing at the end of this Warrant may as Exhibit A, duly executed by Holder. Upon receipt of the items specified in the second preceding sentence, the Company shall execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be in such denomination or denominations as Holder shall request in the notice and shall be registered in the name of Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the Current Warrant Price and this Warrant, are received by the holder hereof, in whole or Company as described above. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to Holder a new Warrant evidencing the right of Holder to purchase the unpurchased shares of Common Stock called for by the surrender of this Warrant, together which new Warrant shall in all other respects be identical with a completed exercise agreement in the form attached hereto (the "Exercise Agreement")this Warrant, to the Company during normal business hours on any business day or, at the Company's principal executive offices (or such other office or agency request of Holder, appropriate notation may be made on this Warrant and the same returned to Holder. Payment of the Company as it may designate Current Warrant Price shall be made at the option of Holder by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check check, or by wire transfer for the account surrender of shares of Common Stock having a value equal to the aggregate warrant price of the Company shares of Common Stock being purchased upon exercise of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares Warrant, by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery delivering to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned to be surrendered, duly endorsed by or accompanied by appropriate instruments of transfer duly executed by Holder. For the holder and its affiliates (other than shares purposes of making payment of the Current Warrant Price, the value of the Common Stock which may surrendered shall be deemed beneficially owned through determined based upon the ownership Current Market Price as of the unexercised Warrants and the unexercised or unconverted portion date of any other securities surrender of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes If Holder surrenders shares of Common Stock in payment of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) Current Warrant Price and less than all of the Securities Exchange Act shares of 1934Common Stock represented by any certificate are being surrendered, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) the Company shall deliver to Holder a new certificate or certificates representing the shares of Common Stock not applied to payment of the preceding sentence. Notwithstanding anything Current Warrant Price; provided, however, that in lieu of any fractional share of Common Stock which such Holder would otherwise be entitled to the contrary contained hereinreceive, the limitation on exercise Company shall pay to Holder an amount of this Warrant set forth herein may not be amended without (i) cash equal to such fraction multiplied by the written consent Current Market Price as of the holder hereof and the Company and (ii) the approval date of a majority of shareholders surrender of the Companyshares of Common Stock.

Manner of Exercise. Subject On and after the Effective Date, Optionholder may, from time to time on or prior to the provisions hereof, this Warrant may be exercised by Expiration Date: (a) elect to exercise the holder hereof, in whole Call Option to purchase for cash some or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency all of the Company as it may designate number of Shares remaining subject to this Agreement from the Stockholder by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of delivering a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c“Cash Exercise Notice”) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as Stockholder. A Cash Exercise Notice shall state that Optionholder is exercising the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, Call Option and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in Shares that the Exercise AgreementOptionholder desires to purchase from the Stockholder, which number shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing exceed the number of shares with respect to which this Warrant shall not Shares then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay remaining subject to the holder Call Option. The Stockholder shall be obligated to sell to the Optionholder the number of Shares specified in cash a penalty such Cash Exercise Notice (but not more than the number of Shares then remaining subject to the Call Option) for an aggregate amount (the "Penalty"“Exercise Price”) equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum product of (i) the number of shares of Common Stock beneficially owned Shares to be so sold by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) Stockholder, and (ii) the Exercise Price per Share. The date on which the Optionholder exercises the Call Option (in whole or in part) under this Section 2(a) shall be referred to herein as a “Closing Date.” On the Closing Date for such exercise, the Optionholder shall deliver to the Stockholder the Exercise Price then payable by wire transfer of immediately available funds to an account specified by the Stockholder, and the Stockholder will transfer to the Optionholder the Shares subject to the Cash Exercise Notice free and clear of all claims, liens or encumbrances from any third parties other than any restrictions imposed on the Shares by the Stockholders’ Agreement or state or federal securities laws. (b) elect to receive the Net Shares (as hereinafter defined) by delivering a written notice (“Share Exercise Notice”) to the Stockholder. A Share Exercise Notice shall state that Optionholder is exercising the Call Option and the aggregate number of shares Shares in respect of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein Call Option is being madeexercised, would result in beneficial ownership which number shall not exceed the number of Shares then remaining subject to the Call Option. The Stockholder shall deliver to the Optionholder the Net Shares on the business day immediately following the business day such notice is received (provided such notice is received prior to 5:00 p.m. New York time on such business day and otherwise on the second business day following such receipt), free and clear of all claims, liens or encumbrances from any third parties other than any restrictions imposed on the Shares by the holder and its affiliates of more than 4.9% of the outstanding shares of Common StockStockholders’ Agreement or state or federal securities laws. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with this Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein2(b), the limitation on exercise of this Warrant set forth herein may not be amended without (i) following terms shall have the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.respective meanings indicated below:

Manner of Exercise. Subject Within ten (10) business days of the exercise of all or any part of this Option by the Holder, as herein provided, the Corporation shall cause to be issued in the name of and delivered to the provisions hereof, this Warrant Holder a certificate or certificates for the Option Shares of voting common stock so purchased. The Corporation covenants and agrees that all the Option Shares of the voting common stock which may be exercised issued and delivered upon the due exercise of this Option by the holder hereofHolder shall, in whole upon such issuance and delivery, be fully paid and non-assessable. The Corporation agrees at all times to reserve and hold available a sufficient number of Option Shares of the authorized but unissued voting common stock of the Corporation, or in partthe voting common stock of the Corporation held as treasury stock, by to cover the surrender Option Shares of the voting common stock issuable upon the exercise of this Warrant, together Option. The Holder by acceptance of this Option hereby agrees that at the time of any exercise of this Option he will sign a written agreement with the Corporation in which he represents that he is then purchasing the Option Shares of the voting common stock being thus purchased for investment and not with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), view to the Company during normal business hours on any business day at offer for sale or the Company's principal executive offices (distribution thereof and agrees not to assign, hypothecate, pledge, sell or otherwise transfer with or without consideration such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Option Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered except pursuant to an effective registration statement under (which shall be effective with the United States Securities Act and Exchange Commission and/or any applicable laws of 1933any State) or in a transaction which is exempt from registration. In order to enforce the restrictions imposed upon any Option Shares issued by the Corporation pursuant to this Agreement, as amended (the "Securities Act")Corporation may cause a legend(s) to be placed on any certificate representing Option Shares, delivery which legend(s) shall make appropriate reference to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for restrictions imposed upon the Warrant Shares specified in the Exercise AgreementOption Shares. The Warrant Shares so purchased legend(s) shall substantially conform to the following legend: THE HOLDER OF THESE SHARES ACKNOWLEDGES AND AGREES THAT HE HAS REQUESTED AND HAS RECEIVED ALL FINANCIAL AND OTHER INFORMATION ON THE CORPORATION WHICH HOLDER DEEMS NECESSARY; THAT HE IS ACQUIRING SHARES FOR HIS OWN 4 of 15 ACCOUNT FOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION OR RESALE THEREOF; THAT THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE BLUE SKY LAWS; THAT THE SHARES MAY NOT BE SOLD, PLEDGED, ASSIGNED OR TRANSFERRED EXCEPT UPON THE TERMS AND THE CONDITIONS OF THE VOTING COMMON STOCK OPTION AGREEMENT BETWEEN CORPORATION AND HOLDER AND UNLESS EITHER SUCH SHARES ARE REGISTERED UNDER THE SECURITIES ACT OF 1933 AND THE APPROPRIATE STATE BLUE SKY LAWS OR, IN THE OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION, SUCH TRANSACTION INVOLVING THE SHARES IS EXEMPT FROM THE REGISTRATION PROVISIONS OF SUCH LAWS. An Option shall be deemed to be issued exercisable by delivery of (1) a duly signed subscription form in writing, generally conforming to the holder hereof or notice set out in Exhibit A which is incorporated herein by reference, to such holder's designee, as effect and (2) the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% full purchase price of the number of Warrant Option Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay being purchased pursuant to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect Option to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% treasurer of the outstanding shares of Common Stock. For purposes Corporation or to any other officer of the immediately preceding sentenceCorporation appointed for the purpose of receiving the same; provided, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934however, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of that this Warrant set forth herein Option may not be amended without (i) exercised at any time when the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyexercise thereof violates any law or governmental order or regulation.

Manner of Exercise. Subject to the provisions hereofof this Agreement, this each Warrant shall entitle the Holder thereof to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable Warrant Share evidenced by the Warrant Certificate at a price equal to the Exercise Price. All or any of the Warrants represented by a Warrant Certificate may be exercised prior to the Expiration Date by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company registered Holder thereof during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate Business Day, by notice to the holder hereof), and upon (i) payment surrendering such Warrant Certificate, and (ii) delivering the subscription form set forth therein duly executed by such Holder, and in each case by hand or by mail to the Company Warrant Agent at the Warrant Agent’s Principal Office. Such Warrant Certificate and subscription form shall be accompanied by payment in cashfull in respect of each Warrant that is exercised (in the aggregate, the “Aggregate Exercise Price”), which shall be made by certified or official bank or bank cashier’s check payable to the order of the Company, or by wire transfer for to the account of the Company of the Warrant Agent in immediately available funds. The Aggregate Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver an amount equal to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% product of the number of Warrant Shares that the holder is entitled to designated in such subscription form multiplied by the Market Exercise Price (plus such additional consideration as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Sharesmay be provided herein). For exampleUpon such surrender and payment, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company such Holder shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant thereupon be entitled to exercise a number of Warrants (or portions thereof) in excess of receive the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder duly authorized, validly issued, fully paid and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred nonassessable Warrant Shares (determined as such terms are defined provided in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended3, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything and if adjusted pursuant to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanySection 6.

Manner of Exercise. Subject Holder may exercise this Warrant in whole or in part in accordance with the terms hereof by mailing or personally delivering to the provisions hereofCompany (i) this Warrant, (ii) a Notice of Exercise in the form of Exhibit I hereto duly executed by Holder, (iii) either a written ▇▇▇▇▇ficate that Holder is not a U.S. Person and the Warrant is not being exercised on behalf of a U.S. Person or a written opinion of counsel stating that the Warrant and the securities delivered upon its exercise have been registered under the Act or are exempt from registration and (iv) payment of the Exercise Price per share, such payment to be in the form of cash, a certified or official bank check made payable to the Company, or a wire transfer of funds to an account designated by the Company, or any combination of the foregoing, together with all federal and state excise taxes applicable upon such exercise. Upon receipt by the Company of this Warrant, the Notice of Exercise and such payment, this Warrant may shall be deemed to have been exercised by with respect to the number of shares of Common Stock subject to such exercise and specified in the Notice of Exercise, and Holder shall thereupon become the holder hereofof record of the shares of Common Stock issuable upon such exercise, notwithstanding the fact that the stock transfer books of the Company may then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to Holder. As soon as practicable after any exercise, in whole or in part, by of the surrender of this Warrant, together with a completed exercise agreement and in the form attached hereto any event within ten (the "Exercise Agreement")10) Business Days thereafter, to the Company during normal business hours on any business day at will deliver to Holder a stock certificate or certificates representing the Company's principal executive offices (or such other office or agency shares of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares Common Stock so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered with such certificate or certificates to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such name(s) and such denominations as Holder may be requested by the holder hereof and shall be registered specify in the name Notice of such holder or such other name as shall be designated by such holderExercise. If this Warrant shall have been is exercised only in part, then, unless this Warrant has expiredfor less than all of the shares of Common Stock subject hereto, the Company shall, at its expenseupon such exercise and surrender of this Warrant for cancellation, at the time of delivery of such certificates, promptly execute and deliver to the holder Holder a new Warrant representing of like tenor evidencing the number right of shares with respect Holder to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if purchase the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number balance of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companypurchasable hereunder.

Manner of Exercise. Subject From and after the Closing Date, and until 5:00 P.M., New York time, on the Expiration Date (the "Exercise Period"), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at its principal office or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice pursuant to the holder hereof)Section 12, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an Holder's election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price as provided herein, and (iii) this Warrant. Such notice shall be substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall request in the notice and shall be registered in the name of such holder the Holder or such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with respect to which this Warrant, or at the request of the Holder, appropriate notation may be made on this Warrant shall not then have been exercisedand the same returned to the Holder. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for Payment of the Warrant Shares within three (3) business days after this Warrant is exercised, then Price may be made at the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% option of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of Holder by: (i) certified or official bank check payable to the number order of the Company, (ii) wire transfer to the account of the Company or (iii) commencing one year following the Closing Date, the surrender and cancellation of a portion of shares of Common Stock beneficially owned then held by the holder Holder or issuable upon such exercise of this Warrant, which shall be valued and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through credited toward the ownership total Warrant Price due the Company for the exercise of the unexercised Warrants and Warrant based upon the unexercised or unconverted portion of any other securities Current Market Price of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of Common Stock. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject From and after the first Business Day following the six month anniversary of the Closing Date, and until 5:00 P.M., New York time, on the Expiration Date (the "Exercise Period"), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder, subject to the provisions hereof, terms and conditions of this Warrant may be exercised by the holder hereofWarrant. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed Holder shall either exercise agreement the Conversion Right set forth in the form attached hereto (the "Exercise Agreement"), Section 2(d) below or deliver to the Company during normal business hours on any business day at its principal executive office or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice to the holder hereof)provided herein, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an ▇▇▇▇▇▇'s election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price as provided herein, and (iii) this Warrant. Such notice shall be irrevocable and substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt thereof, the Company shall, as promptly as reasonably practicable, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall reasonably request in the notice and shall be registered in the name of such holder the Holder or if permitted pursuant to the terms of this Warrant such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% rights of the number of Warrant Shares that Holder to purchase the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of unpurchased shares of Common Stock beneficially owned called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or at the holder and its affiliates (other than shares request of Common Stock which the Holder, appropriate notation may be deemed beneficially owned through made on this Warrant and the ownership same returned to the Holder. Payment of the unexercised Warrants and Warrant Price may be made at the unexercised or unconverted portion of any other securities option of the Company Holder by: (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)i) subject to a limitation on conversion certified or exercise analogous official bank check payable to the limitation contained herein) and order of the Company, or (ii) wire transfer of immediately available funds to the number account of the Company; or (iii) in accordance with Section 2(d) below. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject to the provisions hereof, 1.2.1 The Holder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by the upon surrender of this Warrant, together with a completed exercise agreement in the form of subscription attached hereto (the "Exercise Agreement")duly executed, to the Company during normal business hours on any business day at its corporate office, together with the full Purchase Price for each Share to be purchased in lawful money of the United States, or by certified check, bank draft or postal or express money order payable in United States dollars to the order of the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment compliance with and subject to the Company conditions set forth in cashthis Warrant. 1.2.2 Upon receipt of this Warrant, with the form of subscription duly executed and accompanied by certified or official bank check or by wire transfer for the account payment of the Company of the Exercise aggregate Purchase Price for the Shares for which this Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933being exercised, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed cause to be issued to certificates or other evidence of ownership, for the holder hereof or such holder's designee, as the record owner total number of such shares, as of the close of business on the date on whole Shares for which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be is being exercised in such denominations as are required for delivery to the Holder, and the Company shall thereupon deliver such documents to the Holder or its nominee. 1.2.3 If the Holder exercises this Warrant with respect to fewer than all of the Shares that may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If purchased under this Warrant shall have been exercised only in part, then, unless this Warrant has expiredWarrant, the Company shall execute a new Warrant for the balance of the Shares that may be purchased upon exercise of this Warrant and deliver such new Warrant to the Holder. 1.2.4 The Company covenants and agrees that it will pay when due and payable any and all transfer taxes which may be payable in respect of the issue of this Warrant, or the issue of any Shares upon the exercise of this Warrant. The Company shall not, however, be required to pay any transfer or other tax which may be payable in respect of any transfer involved in the issuance or delivery of this Warrant or of the Shares in a name other than that of the Holder at the time of surrender, and until the payment of such tax, the Company shall not be required to issue such Shares. 1.2.5 The Company shall, at its expense, at the time of delivery any exercise of all or part of this Warrant, upon the request of the Holder hereof, acknowledge in writing its continuing obligation to afford to such certificates, deliver to the holder a new Warrant representing the number of shares with respect Holder any rights to which such Holders shall continue to be entitled after such exercise in accordance with the provisions of this Warrant, provided that if the Holder of this Warrant shall fail to make any such request, such failure shall not then have been exercised. In addition to all other available remedies at law or in equity, if affect the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities continuing obligations of the Company (including the Notes and Preferred Shares (as to afford to such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyHolder any such rights.

Manner of Exercise. Subject From and after the Closing Date, and until 5:00 P.M., New York time, on the Expiration Date (the “Exercise Period”), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder, subject to the provisions hereof, terms and conditions of this Warrant may be exercised by the holder hereofWarrant. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at its principal office or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice to the holder hereof)provided herein, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an Holder’s election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price as provided herein, and (iii) this Warrant. Such notice shall be irrevocable and substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt thereof, the Company shall, as promptly as reasonably practicable, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall reasonably request in the notice and shall be registered in the name of such holder the Holder or if permitted pursuant to the terms of this Warrant such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% rights of the number of Warrant Shares that Holder to purchase the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of unpurchased shares of Common Stock beneficially owned called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or at the holder and its affiliates (other than shares request of Common Stock which the Holder, appropriate notation may be deemed beneficially owned through made on this Warrant and the ownership same returned to the Holder. Payment of the unexercised Warrants and Warrant Price may be made at the unexercised or unconverted portion of any other securities option of the Company Holder by: (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)i) subject to a limitation on conversion certified or exercise analogous official bank check payable to the limitation contained herein) and order of the Company, or (ii) wire transfer of immediately available funds to the number account of the Company. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject Holder may exercise this Warrant in whole or in ------------------ part in -3- accordance with the terms hereof by mailing or personally delivering to the provisions hereofCompany (i) this Warrant, (ii) a Notice of Exercise in the form of Exhibit I --------- hereto duly executed by Holder and (iii) payment of the Exercise Price per share, such payment to be in the form of cash, a certified or official bank check made payable to the Company, or a wire transfer of funds to an account designated by the Company, or any combination of the foregoing, together with all federal and state excise taxes applicable upon such exercise. Upon receipt by the Company of this Warrant, the Notice of Exercise and such payment, this Warrant may shall be deemed to have been exercised by with respect to the number of shares of Common Stock subject to such exercise and specified in the Notice of Exercise, and Holder shall thereupon become the holder hereofof record of the shares of Common Stock issuable upon such exercise, notwithstanding the fact that the stock transfer books of the Company may then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to Holder. As soon as practicable after any exercise, in whole or in part, by of the surrender of this Warrant, together with a completed exercise agreement and in the form attached hereto any event within ten (the "Exercise Agreement")10) Business Days thereafter, to the Company during normal business hours on any business day at will deliver to Holder a stock certificate or certificates representing the Company's principal executive offices (or such other office or agency shares of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares Common Stock so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered with such certificate or certificates to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such name(s) and such denominations as Holder may be requested by the holder hereof and shall be registered specify in the name Notice of such holder or such other name as shall be designated by such holderExercise. If this Warrant shall have been is exercised only in part, then, unless this Warrant has expiredfor less than all of the shares of Common Stock subject hereto, the Company shall, at its expenseupon such exercise and surrender of this Warrant for cancellation, at the time of delivery of such certificates, promptly execute and deliver to the holder Holder a new Warrant representing of like tenor evidencing the number right of shares with respect Holder to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if purchase the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number balance of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companypurchasable hereunder.

Manner of Exercise. Subject to the provisions hereof, this This Warrant may be exercised in whole at any time, or in part from time to time, during the period commencing on the Commencement Date and expiring on the Expiration Date or, if any such day is a day on which banking institutions in the City of New York are authorized by law to close, then on the next succeeding day that shall not be such a day, by presentation and surrender of this Warrant to the Company at its principal office with the Subscription Form attached hereto duly executed and accompanied by payment (either in cash or by certified or official bank check, payable to the order of the Company) of the Purchase Price for the number of shares specified in such Form and instruments of transfer, if appropriate, duly executed by the holder hereof, in whole Holder or in part, its duly authorized attorney. Upon receipt by the surrender Company of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price Price, at its office, in proper form for exercise, the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased Holder shall be deemed to be issued the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the holder hereof Holder. The Company shall pay any and all documentary stamp or such holder's designeesimilar issue taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant. Each Warrant not exercised on or before the Expiration Date shall become void, as the record owner of such shares, as of and all rights thereunder and all rights in respect thereof under this Warrant shall cease at the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedExpiration Date. The certificates so delivered shall be Company in such denominations as its sole discretion may be requested by extend the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise duration of the Warrants (or portions thereof) with respect to which by delaying the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyExpiration Date.

Manner of Exercise. Subject to (a) To the provisions hereofextent that the Option is vested and exercisable in accordance with Section 4 of this Agreement, this Warrant the Option may be exercised by the holder hereofOptionee at any time, or from time to time, in whole or in part, by on or prior to the surrender termination of the Option (as set forth in Section 6 of this WarrantAgreement) upon payment of the Option Price for the Option Shares to be acquired in accordance with the terms and conditions of this Agreement and the Plan. (b) If Optionee is entitled to exercise the vested and exercisable portion of the Option, together with a completed exercise agreement and wishes to do so, in the form attached hereto whole or part, Optionee shall (the "Exercise Agreement"), i) deliver to the Company during normal business hours on any business day at the Company's principal executive offices (or a fully completed and executed notice of exercise, in such other office or agency of form as may be designated by the Company as it may designate by notice in its sole discretion, specifying the exercise date and the number of Option Shares to the holder hereof), be purchased pursuant to such exercise and upon (iii) payment remit to the Company in casha form satisfactory to the Company, by certified or official bank check or by wire transfer in its sole discretion, the Option Price for the account Option Shares to be acquired on exercise of the Option, plus an amount sufficient to satisfy any withholding tax obligations of the Company that arise in connection with such exercise (as determined by the Company) in accordance with the provisions of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or Plan. (iic) if the resale The Company’s obligation to deliver shares of the Warrant Shares Stock to Optionee under this Agreement is subject to and conditioned upon Optionee satisfying all tax obligations associated with Optionee’s receipt, holding and exercise of the Option. Unless otherwise approved by the holder is not then registered pursuant to an effective registration statement under Committee, all such tax obligations shall be payable in accordance with the Securities Act provisions of 1933the Plan. (d) The Company and its Affiliates and subsidiaries, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreementapplicable, shall be delivered entitled to deduct from any compensation otherwise due to Optionee the amount necessary to satisfy all such taxes. (e) Upon full payment of the Option Price and satisfaction of all applicable tax obligations, and subject to the holder hereof within a reasonable time, not exceeding three (3) business days, after applicable terms and conditions of the Plan and the terms and conditions of this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expiredAgreement, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver cause certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay shares purchased hereunder to the holder in cash a penalty (the "Penalty") equal be delivered to 2% of the number of Warrant Shares that the holder is entitled Optionee or cause an uncertificated book-entry representing such shares to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Manner of Exercise. Subject to the provisions hereof, this Warrant (a) Call Warrants may be exercised by the any holder hereofthereof (each, a "Warrant Holder") in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours part on any business day at the Company's principal executive offices (or such other office or agency Call Date. The following conditions shall apply to any exercise of the Company as it may designate by notice to the holder hereof), and upon Call Warrants: (i) A notice (each, a "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at least 5 Business Days before such Call Date. (ii) The Warrant Holder shall surrender the Call Warrants to the Warrant Agent at its office specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date. (iii) The Warrant Holder shall have made payment to the Company in cashWarrant Agent, by certified or official bank check or by wire transfer for or other immediately available funds acceptable to the account Warrant Agent, in the amount of the Company Call Price, no later than 10:00 a.m. (New York City time) on the Call Date. (iv) The Warrant Holder shall exercise Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates. (v) The Warrant Holder may not exercise the Call Warrants at any time when such Warrant Holder is insolvent, and such Warrant Holder shall be required to certify that it is solvent at the time of exercise, by completing the Form of Subscription attached to the Call Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and by delivering to the Trustee a form reasonably satisfactory to the Trustee of the Exercise Price for opinion and the solvency certificate required pursuant to Section 7(b)(ii) of the Series Supplement. (vi) The Warrant Shares specified Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(b) of the Series Supplement. (b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery of the Called Certificates. The "Called Certificates" shall be, in the Exercise Agreement or (ii) if the resale case of the Warrant Shares by the holder is not then registered pursuant Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Amount equal to an effective registration statement under the Securities Act of 1933$25 per Call Warrant, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified and in the Exercise Agreementcase of the Class A-2 Certificates, Class A-2 Certificates having a notional balance equal to $1,000 per Call Warrant. The Warrant Shares so purchased Unless otherwise specified therein, such Call Notice shall be deemed to be issued notice of an Optional Exchange pursuant to the holder hereof or such holder's designee, as the record owner of such shares, as Section 7(a) of the close Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of business on the date on which this Warrant Depositor shall have been surrendered, receive the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for proceeds of the Warrant Shares so purchased, representing sale of the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof Called Underlying Securities and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess receive the related Called Certificates. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the number of Warrants (or portions thereof) upon exercise of which Underlying Securities as the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership Called Certificates represent of the unexercised Warrants Class A-1 Certificates and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyClass A-2 Certificates.

Manner of Exercise. Subject to the provisions hereof, this (a) This Call Warrant may be exercised by the holder hereofhereof (each, a "Warrant Holder"), in whole or in part, on any Call Date, set forth in a written notice delivered to the Warrant Agent and the Trustee at any time on or before the Business Day that is at least 5 Business Days before such Call Date, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Call Warrant to the Company during normal business hours Warrant Agent at its office set forth in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the Call Date; provided that such holder hereof), and upon (i) shall have made payment to the Company in cashWarrant Agent, by certified or official bank check or by wire transfer for or other immediately available funds acceptable to the account Warrant Agent, in the amount of the Company applicable Call Price, in a manner such that funds are available to the Warrant Agent no later than 10:00 a.m. (New York City time) on such Call Date, and such holder shall thereupon be entitled to delivery of the Exercise Price for Class A-1 Certificates in a Certificate Principal Amount equal to $25 per Call Warrant and Class A-2 Certificates in a notional principal amount equal to $25 per Call Warrant (if exercised in whole); provided further that the Warrant Shares specified Holder may not exercise this Call Warrant at any time when such Warrant Holder is insolvent, and in connection therewith, such Warrant Holder shall be required to certify that it is solvent at the Exercise Agreement time of exercise settlement, by completing the Form of Subscription attached to this Call Warrant and delivering such completed Form of Subscription to the Trustee on or (ii) if prior to the resale Call Date and deliver to the Trustee a form reasonably satisfactory to the Trustee of the Warrant Shares by opinion and the holder is not then registered solvency certificate required pursuant to an effective registration statement under Section 7(b)(iv) of the Securities Act Series Supplement. Such notice of 1933, as amended (the "Securities Act"), delivery to the Company exercise of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Call Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued notice of an Optional Exchange pursuant to Section 7(a) of the Series Supplement. (b) The Warrant Agent shall notify the Trustee immediately upon receipt by the Warrant Agent of a notice by the holder hereof or such holder's designee, as the record owner of such shares, as this Call Warrant and upon receipt of payment of the close applicable Call Price from such holder pursuant to clause (a) of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedSection 1. 1. The certificates so delivered Warrant Agent shall be in such denominations as may be requested transfer each payment made by the holder hereof pursuant to clause (a) of this Section 1.1 to the Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold each such payment for the benefit of the holder hereof in a segregated trust account). (c) A notice by the holder of a Call Warrant does not impose any obligations on a holder of a Call Warrant in any way to pay any Call Price. If, by 10:00 a.m. (New York City time) on the Call Date, the holder of the Call Warrant being exercised has not paid the Call Price, then such notice shall automatically expire and shall be registered in none of the name holder of such holder or such other name as shall be designated by such holder. If this Call Warrant, the Warrant Agent and the Trustee shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares any obligations with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to such notice by the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Sharessuch Call Warrant. The Penalty shall be paid to the holder expiration of a notice by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Call Warrant be entitled shall in no way affect a holder of a Call Warrant's right to exercise subsequently deliver a number of Warrants (or portions thereof) in excess notice which satisfies the terms of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Trust Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Manner of Exercise. Subject to the provisions hereof, this Warrant (a) Call Warrants may be exercised by the any holder hereofthereof (each, a "Warrant Holder") in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours part on any business day at the Company's principal executive offices (or such other office or agency Call Date. The following conditions shall apply to any exercise of the Company as it may designate by notice to the holder hereof), and upon Call Warrants: (i) A notice (each, a "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at least 5 Business Days before such Call Date. (ii) The Warrant Holder shall surrender the Call Warrants to the Warrant Agent at its office specified in Section 7.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date. (iii) Except as otherwise provided herein in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, the Warrant Holder shall have made payment to the Company in cashWarrant Agent, by certified or official bank check or by wire transfer for or other immediately available funds acceptable to the account Warrant Agent, in the amount of the Company Call Price, no later than 10:00 a.m. (New York City time) on the Call Date. (iv) The Warrant Holder may not exercise the Call Warrants at any time when such Warrant Holder is insolvent, and such Warrant Holder shall be required to certify that it is solvent at the time of exercise, by completing the form of subscription ("Form of Subscription") attached to the Call Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and by delivering to the Trustee a form reasonably satisfactory to the Trustee of the Exercise Price for solvency certificate required pursuant to Section 7(d)(ii) of the Series Supplement. (v) The Warrant Shares specified Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(d) of the Series Supplement. (b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the Trustee of the Called Certificates. The "Called Certificates" shall be, in the Exercise Agreement or (ii) if the resale case of the Warrant Shares by Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Balance equal to $25 per Call Warrant, and in the holder is not then registered pursuant case of the Class A-2 Certificates, Class A-2 Certificates having a Certificate Principal Balance equal to an effective registration statement under $25 per Call Warrant; provided, however, that Called Certificates that are Class A-2 Certificates must meet the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined minimum denomination requirements set forth in Section 11(c3(a) below) for of the Warrant Shares Series Supplement. Unless otherwise specified in the Exercise Agreement. The Warrant Shares so purchased therein, each Call Notice shall be deemed to be issued notice of an Optional Exchange pursuant to Section 7(b) of the Series Supplement (it being expressly understood that any Optional Exchange must comply with the provisions of Section 7(a) and 7(b) of the Series Supplement). Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and the Class A-2 Certificates. (c) The Warrant Agent shall notify the Trustee immediately upon its receipt of a Call Notice and upon receipt of payment of the Call Price. The Warrant Agent shall transfer the amount of any paid Call Price to the holder hereof or Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such holder's designeetransfer, as shall hold such amount for the record owner of such shares, as benefit of the close Warrant Holder in a segregated trust account). (d) Delivery of business a Call Notice does not give rise to an obligation on the date part of the Warrant Holder to pay the Call Price. If, by 10:00 a.m. (New York City time) on which this the Call Date, the Warrant Holder has not paid the Call Price, except in connection with a Call Notice relating to a tender offer for or redemption of Underlying Securities, then the Call Notice shall automatically expire and none of the Warrant Holder, the Warrant Agent or the Trustee shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares any obligation with respect to which this the Call Notice. The expiration of a Call Notice shall in no way affect the Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails Holder's right to deliver certificates a Call Notice at a later date. ▇▇▇ ▇all Price for a call in connection with a tender offer or redemption shall be deducted from the Warrant Shares within three (3proceeds of a tender offer or a redemption by the Trust pursuant to Section 5(h)(i) business days after this Warrant is exercisedor Section 5(h)(iii), then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% as applicable, of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanySeries Supplement.

Manner of Exercise. Subject to the provisions hereof, this Warrant (a) Call Warrants may be exercised by the any holder hereofthereof (each, a "Warrant Holder") in whole or in partpart on any Call Date. The following conditions shall apply to any exercise of Call Warrants: A notice (each, a "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at least 5 Business Days before such Call Date. The Warrant Holder shall surrender the Call Warrants to the Warrant Agent at its office specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date. The Warrant Holder shall have made payment to the Warrant Agent, by wire transfer or other immediately available funds acceptable to the surrender of this WarrantWarrant Agent, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency amount of the Company as it may designate by notice to Call Price, no later than 10:00 a.m. (New York City time) on the holder hereof), and upon Call Date. (i) payment The Warrant Holder shall exercise Call Warrants relating to the Company in cash, by certified or official bank check or by wire transfer for the account Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or all Class A-1 Certificates and Class A-2 Certificates. (ii) if The Warrant Holder may not exercise the resale Call Warrants at any time when such Warrant Holder is insolvent, and such Warrant Holder shall be required to certify that it is solvent at the time of exercise, by completing the Form of Subscription attached to the Call Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and by delivering to the Trustee a form reasonably satisfactory to the Trustee of the Warrant Shares by opinion and the holder is not then registered solvency certificate required pursuant to an effective registration statement under Section 7(b)(ii) of the Securities Act Series Supplement. (iii) The Warrant Holder shall have satisfied any other conditions to the exercise of 1933Call Warrants set forth in Section 7(b) of the Series Supplement. (b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery of the Called Certificates. The "Called Certificates" shall be Certificates having a Certificate Principal Amount or notional amount, as amended (the "Securities Act")applicable, delivery equal to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares $25 per Call Warrant. Unless otherwise specified in the Exercise Agreement. The Warrant Shares so purchased therein, such Call Notice shall be deemed to be issued notice of an Optional Exchange pursuant to the holder hereof or such holder's designee, as the record owner of such shares, as Section 7(a) of the close Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of business on the date on which this Warrant Depositor shall have been surrendered, receive the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for proceeds of the Warrant Shares so purchased, representing sale of the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof Called Underlying Securities and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess receive the related Called Certificates. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the number of Warrants (or portions thereof) upon exercise of which Underlying Securities as the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership Called Certificates represent of the unexercised Warrants Class A-1 Certificates and Class A-2 Certificates. The Warrant Agent shall notify the unexercised or unconverted portion Trustee immediately upon its receipt of any other securities a Call Notice and upon receipt of payment of the Company (including Call Price. The Warrant Agent shall transfer the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous amount any paid Call Price to the limitation contained herein) and Trustee in immediately available funds, for application pursuant to the Trust Agreement on the applicable Call Date (ii) and, pending such transfer, shall hold such amount for the number of shares of Common Stock issuable upon exercise benefit of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result Warrant Holder in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companysegregated trust account).

Manner of Exercise. Employee, or Employee’s representative, may exercise 20% or more of the portion of this Option that has become vested under Section 3 of this Agreement by giving written notice to the Corporation at Spokane, Washington, attention of the Human Resources Department, or by giving electronic notice in a manner approved by the Committee, specifying the election to exercise the Option, the number of Shares for which it is being exercised and the method of payment for the amount of the Purchase Price of the Shares for which this Option is exercised. Such payment shall be made: (a) In United States dollars delivered at the time of exercise; (b) Subject to the provisions hereof, this Warrant may be exercised conditions stated in rules and regulations adopted by the holder hereof, in whole or in partCommittee, by the surrender of Shares in good form for transfer, owned by the person exercising this WarrantOption and having an aggregate Fair Market Value on the date of exercise equal to the Purchase Price; (c) In any combination of subsections (a) and (b) above, together with if the total of the cash paid and the Fair Market Value of the Shares surrendered equals the Purchase Price of the Shares for which this Option is being exercised; or (d) If the Committee has established a completed broker-assisted cashless exercise agreement program, payment may be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Corporation in payment of the Purchase Price. The notice shall be signed by the person or persons exercising this Option, and in the form attached hereto (event this Option is being exercised by the "Exercise Agreement")representative of Employee, shall be accompanied by proof satisfactory to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency Corporation of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account right of the Company of representative to exercise the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise AgreementOption. The Warrant Shares so purchased No Share shall be deemed issued until full payment has been made. After receipt of full payment, the Corporation shall cause to be issued to a certificate or certificates for the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on Shares for which this Warrant shall have Option has been surrenderedexercised, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder the person or such other persons exercising the Option (or in the name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law person or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (persons and another person as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (community property or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreementjoint tenants)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) cause such certificate or certificates to be delivered to or upon the order of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companysuch person or persons.

Manner of Exercise. Subject From and after the Closing Date, and until 5:00 P.M., New York time, on the Expiration Date (the “Exercise Period”), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at its principal office or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice pursuant to the holder hereof)Section 12, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an Holder’s election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price as provided herein, and (iii) this Warrant. Such notice shall be substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within three Business Days thereafter, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall request in the notice and shall be registered in the name of such holder the Holder or such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. If the Company intentionally and willfully fails to deliver to the holder such certificate or certificates pursuant to this Section 2.1 (free of any restrictions on transfer or legends, if such shares have been registered) in accordance herewith, prior to the seventh trading day after the receipt by the Company of (i) a written notice of Holder’s election to exercise this Warrant, which notice shall specify the number of shares with respect of Warrant Stock to which be purchased, (ii) payment of the Warrant Price as provided herein, and (iii) this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity(the “Date of Receipt”), if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder such Holder, in cash cash, on a penalty (the "Penalty") per diem basis, an amount equal to 2% of the number value of the undelivered Warrant Shares that Stock (based on the holder is entitled to multiplied by the Current Market Price (as hereinafter definedof the Common Stock on the Date of Receipt) for each day that the Company fails to deliver certificates for per month until such delivery takes place. Payment of the Warrant Shares. For example, if Price may be made at the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day option of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of Holder by: (i) certified or official bank check payable to the number order of the Company, (ii) wire transfer to the account of the Company or (iii) the surrender and cancellation of a portion of shares of Common Stock beneficially owned then held by the holder Holder or issuable upon such exercise of this Warrant, which shall be valued and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through credited toward the ownership total Warrant Price due the Company for the exercise of the unexercised Warrants and Warrant based upon the unexercised or unconverted portion of any other securities Current Market Price of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of Common Stock. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject to (i) Exercise of the provisions hereof, purchase rights represented by this Warrant may be exercised by the holder hereofmade, in whole or in part, at any time or times on or after the Initial Issuance Date and on or before the Termination Date by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), delivery to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice in writing to the holder hereof), registered Holder at the address of the Holder appearing on the Warrant Register (as defined below) of the Company) of a duly executed facsimile or electronic copy of the Notice of Exercise in the form attached hereto as Exhibit A and upon within two (i2) payment Trading Days of the date said Notice of Exercise is delivered to the Company, the Company in cash, by certified or official bank check or by wire transfer for the account shall have received payment of the Company of the aggregate Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank unless the holder cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not then registered pursuant be required to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery physically surrender this Warrant to the Company until the Holder has purchased all of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified available hereunder and this Warrant has been exercised in full, in which case, the Exercise Agreement. The Holder shall surrender this Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as Company for cancellation within two (2) Trading Days of the close date the final Notice of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be is delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in effect of lowering the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the outstanding number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder purchasable hereunder in cash a penalty (the "Penalty") an amount equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Sharespurchased. For example, if the holder is entitled to 100,000 Warrant Shares The Holder and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of maintain records showing the number of Warrants Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (or portions thereof1) upon exercise Business Day of which receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the sum provisions of (i) this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which Warrant Shares available for purchase hereunder at any given time may be deemed beneficially owned through less than the ownership of amount stated on the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyface hereof.

Manner of Exercise. Subject to (a) During the provisions Exercise Period (except as otherwise set forth in Section 5.4 hereof), this all or any whole number of Warrants represented by a Warrant Certificate may be exercised by the registered holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company thereof during normal business hours on any business day at Business Day, by surrendering such Warrant Certificate, with the Company's principal executive offices (subscription form set forth therein duly completed and executed by such holder, by hand, by overnight courier or such other office or agency of the Company as it may designate by notice mail to the holder hereof)Warrant Agent at its office addressed to American Stock Transfer and Trust Company, and upon (i) ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Department. Such Warrant Certificate shall be accompanied by payment to the Company in cashfull in respect of each Warrant that is exercised, which shall be made by certified or official bank or bank cashier's check payable to the order of the Company or by wire transfer of immediately available funds to an account designated by the Warrant Agent for the account benefit of the Company Company, except as otherwise provided herein. Such payment shall be in an amount equal to the product of the number of shares of New Avatex Common Stock designated in such subscription form multiplied by the Exercise Price for the Warrant Shares specified in the Exercise Agreement or Warrants being exercised (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or plus such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations additional consideration as may be requested by provided herein). Upon such surrender and payment prior to the holder hereof and shall be registered in expiration of the name of Exercise Period, such holder or such other name as shall thereupon be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver entitled to the holder a new Warrant representing receive the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equityduly authorized, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercisedvalidly issued, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For exampleregistered, if the holder is entitled to 100,000 Warrant Shares fully paid and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of nonassessable shares of New Avatex Common Stock beneficially owned by the determined as provided in Articles 2 and 3, and as and if adjusted pursuant to Article 5. (b) No registered holder and may use its affiliates (other than ability to acquire shares of New Avatex Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, if such exercise would result in beneficial ownership the total number of shares of New Avatex Common Stock deemed beneficially owned by the such holder and its affiliates of more (other than 4.9% by virtue of the outstanding ownership of the Warrants or ownership of other securities that have limitations on a holder's right to convert or exercise similar to those limitations set forth herein), together with all shares of New Avatex Common Stock. For Stock deemed beneficially owned by such holder's Affiliates that would be aggregated for purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with determining a group under Section 13(d) of the Securities Exchange Act of 1934Act, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) exceeding 9.9% of the preceding sentence. Notwithstanding anything total issued and outstanding shares of New Avatex Common Stock (the "Restricted Ownership Percentage"); provided that (w) each holder shall have the right, at any time and from time to the contrary contained hereintime, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the to reduce its Restricted Ownership Percentage immediately upon written consent of the holder hereof and notice to the Company and the Warrant Agent, (iix) each holder shall have the approval right, at any time and from time to time, to increase its Restricted Ownership Percentage and otherwise waive in whole or in part the restrictions of this Section 4.2(b) upon 61 days' prior written notice to the Company and the Warrant Agent, (y) each holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (any such adjustment being effective immediately if it results in a majority of shareholders of decrease in the Companypercentage, or upon 61 days' prior written notice if it results in an increase in the percentage) and (z) each holder may eliminate or reinstate this limitation at any time and from time to time (any such elimination being effective upon 61 days' prior notice and any such reinstatement being effective immediately).

Manner of Exercise. Subject to the provisions hereof, this Warrant may (a) The Option can be exercised only by the holder hereofEmployee or other proper party, in whole or in partCommon Shares, by delivering within the surrender of this Warrant, together with a completed exercise agreement Option period written notice in person or by certified mail to the Company at its principal office in the form attached hereto (to be provided by the "Exercise Agreement"), Company at the time Employee desires to exercise. All notices to the Company during normal business hours on any business day shall be addressed to it at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, Attn: Corporate Secretary, or to such other address or person as the Company may notify Employee from time to time. The notice shall be signed by the person entitled to exercise the Option and shall state, among other things, the number of Common Shares as to which the Option is being exercised, shall contain a representation and agreement as to the Employee’s investment intent with respect to the Common Shares in form satisfactory to the Company's principal executive offices ’s counsel (or such other office or agency unless a Prospectus meeting applicable requirements of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (amended, is in effect for the "Securities Act"Common Shares being purchased pursuant to exercise of this Option), delivery and be accompanied by payment in full of the Option price for all shares designated in the notice. All notices to Employee or other person or persons then entitled to exercise this Option shall be addressed to the Employee or such other person(s) at the Employee’s address specified below, or to such other address as Employee or such person(s) may notify the Company of a written notice of an election from time to effect a "Cashless Exercise" time. (as defined in Section 11(cb) below) Employee shall pay the Option Price for the Warrant Common Shares specified purchased in cash or by certified or bank cashier’s check. (c) Unless notified by the Exercise Agreement. The Warrant Company to the contrary, the Common Shares so purchased issuable on exercise of the Option shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on specified by the Company, within five (5) business days following the date that counsel for the Company determines that all requisite events to issuance of the Common Shares have been properly completed. The Company shall have no obligation to issue the Common Shares until it has confirmed to its satisfaction that all events requisite for exercise have been accomplished. Any notice of exercise shall be void and of no effect if all requisite events have not been accomplished. (d) The certificate or certificates for the Common Shares as to which this Warrant Option shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified be exercised may be registered only in the Exercise Agreementname of the Employee (or if the Employee so requests in the notice exercising this Option, shall be delivered to jointly in the holder hereof within name of the Employee and with a reasonable timemember of the Employee’s family, not exceeding three (3) business dayswith the right of survivorship, after this Warrant shall have been so exercised. The certificates so delivered shall be or in such denominations as may be requested by the holder hereof and shall be registered event of the death of Employee, in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% survivor of the number of Warrant Shares that Employee as the holder is entitled to multiplied by person with the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled right to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreementshall designate)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Manner of Exercise. Subject to (a) From and after the provisions hereofOriginal Issue Date ------------------ and until 5:00 P.M., New York time, on the Expiration Date, the Holder of this Warrant may be exercised by from time to time exercise this Warrant, on any Business Day, for all or any part of the holder hereofnumber of shares of Common Stock purchasable hereunder (as determined pursuant to Section 2.2 below). In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto Holder shall (the "Exercise Agreement"), i) deliver to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of its Designated Office a written notice of an the Holder's election to effect a exercise this Warrant (an "Cashless Exercise" Exercise Notice"), which Exercise Notice shall be irrevocable and --------------- specify the number of shares of Common Stock to be purchased, together with this Warrant and (as defined in Section 11(cii) below) for pay to the Company the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on Price (the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, both such delivery and payment shall have been made for first taken place being hereinafter sometimes referred to as the "Exercise Date"). Such Exercise Notice shall be in ------------- the form of the subscription form appearing at the end of this Warrant as Annex ----- A, duly executed by the Holder or its duly authorized agent or attorney. - (b) Upon receipt by the Company of such shares Exercise Notice, Warrant and payment, the Company shall, as set forth above. Certificates for promptly as practicable, and in any event within five (5) Business Days thereafter, execute (or cause to be executed) and deliver (or cause to be delivered) to the Warrant Shares so purchased, Holder a certificate or certificates representing the aggregate number of full shares specified of Common Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof exercising Holder shall reasonably request in the Exercise Notice and shall be registered in the name of such holder or the Holder or, subject to Section 8 below, such other name as shall be designated by such holderin the Exercise Notice. If this This Warrant shall be deemed to have been exercised only in partand such certificate or certificates shall be deemed to have been issued, then, unless this Warrant has expired, and the Company shall, at its expense, at the time Holder or any other Person so designated to be named therein shall be deemed to have become a holder of delivery record of such certificatesshares for all purposes, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% as of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyExercise Date.

Manner of Exercise. Subject to the provisions hereof, 1.2.1 The Holder may exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by the upon surrender of this Warrant, together with a completed exercise agreement in the form of Subscription Agreement attached hereto (the "Exercise Agreement")duly executed, to the Company during normal business hours on any business day at the Company's principal executive offices (or such other its corporate office or agency of the Company as it may designate by notice to the holder hereof)in Kennesaw, Georgia, and upon (i) payment to the Company of the full Purchase Price for each Share to be purchased in cashlawful money of the United States, or by certified or official bank check cashier’s check, or wired funds, and upon compliance with and subject to the conditions set forth herein. 1.2.2 Upon receipt of this Warrant with the form of Subscription Agreement duly executed and accompanied by wire transfer for the account payment of the Company of the Exercise aggregate Purchase Price for the Shares for which this Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933being exercised, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed cause to be issued to certificates for the holder hereof or such holder's designee, as the record owner total number of such shares, as of the close of business on the date on whole Shares for which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be is being exercised in such denominations as are required for delivery to the Holder, and the Company shall thereupon deliver such certificates to the Holder or its nominee. 1.2.3 In case the Holder shall exercise this Warrant with respect to less than all of the Shares that may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If purchased under this Warrant shall have been exercised only in part, then, unless this Warrant has expiredWarrant, the Company shallshall execute a new Warrant for the balance of the Shares that may be purchased upon exercise of this Warrant and deliver such new Warrant to the Holder. 1.2.4 The Company covenants and agrees that it will pay when due and payable any and all taxes which may be payable in respect of the issue of this Warrant, at its expenseor the issue of any Shares upon the exercise of this Warrant. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of this Warrant or of the Shares in a name other than that of the Holder at the time of delivery surrender, and until the payment of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then tax the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyrequired to issue such Shares.

Manner of Exercise. Subject The Company may exercise its Call Options A through F set forth in Section 2.1 by delivering to the provisions hereof, this Warrant may be exercised by holders of the holder hereof, Warrants prior to the applicable deadlines set forth in whole or in part, by Section 2.1 a notice of purchase (“Notice of Purchase”) at the surrender of this Warrant, together with a completed exercise agreement addresses provided for in the form attached hereto (I▇▇ which shall describe the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency intention of the Company as it may designate to purchase the Warrants in reasonable detail, including, without limitation, a reasonably detailed calculation of the Call Price and a statement certified by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account an officer of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery stating that all conditions to the Company exercise of a written notice such option have been satisfied in full. All partial repurchases of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased Warrants and Common Stock permitted hereunder shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business purchased on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) pro rata basis based upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned held by the each holder and its affiliates (other than shares assuming for purposes of Common Stock this determination that each holder had exercised all Warrants held by it immediately prior to such determination. On such date which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined shall elect in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous written notice to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise holders of the Warrants (or portions thereof) with respect to the “Call Settlement Date”), which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of Call Settlement Date shall not be more than 4.9% five (5) days after the date of the outstanding shares Notice of Common Stock. For purposes Purchase, the Company shall transfer to each holder of the Warrants, in immediately preceding sentenceavailable funds, beneficial ownership shall be determined in accordance with Section 13(d) the Call Price owing such holder against delivery by such holder of the Warrants to the Company at its office in Huntington, West Virginia or to a mutually agreeable escrow agent. Specific Terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Act of 1934, as amendedCommission, and Regulation 13D-G thereunderthe terms have been marked at the appropriate place with three asterisks [***] October 19, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.2012 Side Letter Agreement

Manner of Exercise. Subject to the provisions hereof, this Warrant (a) Call Warrants may be exercised by the any holder hereofthereof (each, a "Warrant Holder") in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours part on any business day at the Company's principal executive offices (or such other office or agency Call Date. The following conditions shall apply to any exercise of the Company as it may designate by notice to the holder hereof), and upon Call Warrants: (i) A notice (each, a "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at least 5 Business Days before such Call Date. (ii) The Warrant Holder shall surrender the Call Warrants to the Warrant Agent at its office specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date. (iii) The Warrant Holder shall have made payment to the Company in cashWarrant Agent, by certified or official bank check or by wire transfer for or other immediately available funds acceptable to the account Warrant Agent, in the amount of the Company Call Price, no later than 10:00 a.m. (New York City time) on the Call Date. (iv) The Warrant Holder shall exercise Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates. (v) The Warrant Holder may not exercise the Call Warrants at any time when such Warrant Holder is insolvent, and such Warrant Holder shall be required to certify that it is solvent at the time of exercise, by completing the Form of Subscription attached to the Call Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and by delivering to the Trustee a form reasonably satisfactory to the Trustee of the Exercise Price for opinion and the solvency certificate required pursuant to Section 7(b)(ii) of the Series Supplement. (vi) The Warrant Shares specified Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(b) of the Series Supplement. (b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery of the Called Certificates. The "Called Certificates" shall be, in the Exercise Agreement or (ii) if the resale case of the Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Amount equal to $25 per Call Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933and, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreementcase of the Class A-2 Certificates, Class A-2 Certificates having a Certificate Principal Amount equal to $1,000 per Call Warrant. The Warrant Shares so purchased Unless otherwise specified therein, such Call Notice shall be deemed to be issued notice of an Optional Exchange pursuant to the holder hereof or such holder's designee, as the record owner of such shares, as Section 7(a) of the close Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of business on the date on which this Warrant Depositor shall have been surrendered, receive the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for proceeds of the Warrant Shares so purchased, representing sale of the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof Called Underlying Securities and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess receive the related Called Certificates. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the number of Warrants (or portions thereof) upon exercise of which Underlying Securities as the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership Called Certificates represent of the unexercised Warrants Class A-1 Certificates and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyClass A-2 Certificates.

Manner of Exercise. Subject to the provisions hereof, this Warrant (a) Call Warrants may be exercised by the ------------------ any holder hereofthereof (each, a "Warrant Holder") in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours part on any business day at the Company's principal executive offices (or such other office or agency Call Date. The following conditions shall apply to any exercise of the Company as it may designate by notice to the holder hereof), and upon Call Warrants: (i) A notice (each, a "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at least 5 Business Days before such Call Date. (ii) The Warrant Holder shall surrender the Call Warrants to the Warrant Agent at its office specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date. (iii) The Warrant Holder shall have made payment to the Company in cashWarrant Agent, by certified or official bank check or by wire transfer for or other immediately available funds acceptable to the account Warrant Agent, in the amount of the Company Call Price, no later than 10:00 a.m. (New York City time) on the Call Date. (iv) The Warrant Holder shall exercise Call Warrants relating to Class A-1 Certificates and Call Warrants relating to Class A-2 Certificates which represent a like percentage of all Class A-1 Certificates and Class A-2 Certificates. (v) The Warrant Holder may not exercise the Call Warrants at any time when such Warrant Holder is insolvent, and such Warrant Holder shall be required to certify that it is solvent at the time of exercise, by completing the Form of Subscription attached to the Call Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and by delivering to the Trustee a form reasonably satisfactory to the Trustee of the Exercise Price for opinion and the solvency certificate required pursuant to Section 7(b)(ii) of the Series Supplement. (vi) The Warrant Shares specified Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(b) of the Series Supplement. (b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery of the Called Certificates. The "Called Certificates" shall be, in the Exercise Agreement or (ii) if the resale case of the Warrant Shares by the holder is not then registered pursuant Class A-1 Certificates, Class A-1 Certificates having a Certificate Principal Amount equal to an effective registration statement under the Securities Act of 1933$25 per Call Warrant, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified and in the Exercise Agreementcase of the Class A-2 Certificates, Class A-2 Certificates having a Certificate Principal Amount equal to $1,000 per Call Warrant. The Warrant Shares so purchased Unless otherwise specified therein, such Call Notice shall be deemed to be issued notice of an Optional Exchange pursuant to the holder hereof or such holder's designee, as the record owner of such shares, as Section 7(a) of the close Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of business on the date on which this Warrant Depositor shall have been surrendered, receive the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for proceeds of the Warrant Shares so purchased, representing sale of the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof Called Underlying Securities and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess receive the related Called Certificates. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the number of Warrants (or portions thereof) upon exercise of which Underlying Securities as the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership Called Certificates represent of the unexercised Warrants Class A-1 Certificates and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyClass A-2 Certificates.

Manner of Exercise. Subject From and after the Closing Date, and until 5:00 P.M., New York time, on the Expiration Date (the “Exercise Period”), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at its principal office or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice pursuant to the holder hereof)Section 12, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an Holder’s election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price as provided herein, and (iii) this Warrant. Such notice shall be substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within three Business Days thereafter, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall request in the notice and shall be registered in the name of such holder the Holder or such other name as shall be designated in the notice. In lieu of delivering physical certificates representing the Warrant Stock issuable upon exercise hereof, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, with the consent of the Holder, the Company may cause its transfer agent to electronically transmit the Warrant Stock issuable upon exercise hereof, by crediting the account of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The time periods for delivery described above, and for delivery of Warrant Stock in payment of dividends hereunder, shall apply to the electronic transmittals through the DWAC system. The Company and the Holder agree to coordinate with DTC to accomplish this objective. This Warrant shall be deemed to have been exercised and such holdercertificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by the Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of the certificate or certificates representing Warrant Stock or delivery of such certificatesshares of Warrant Stock electronically through DTC (as the case may be), deliver to the holder Holder a new Warrant representing evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. If the Company intentionally and willfully fails to deliver to the holder such certificate or certificates (or Warrant Stock through DTC, as applicable) pursuant to this Section 2.1 (free of any restrictions on transfer or legends, if such shares have been registered) in accordance herewith, prior to the tenth (10th) Business Day after the receipt by the Company of (i) a written notice of Holder’s election to exercise this Warrant, which notice shall specify the number of shares with respect of Warrant Stock to which be purchased, (ii) payment of the Warrant Price as provided herein, and (iii) this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity(the “Date of Receipt”), if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder such Holder, in cash cash, on a penalty (the "Penalty") per diem basis, an amount equal to 2% of the number value of the undelivered Warrant Shares that Stock (based on the holder is entitled to multiplied by the Current Market Price of the Common Stock on the Date of Receipt) per month until such delivery takes place (as hereinafter definedprorated for any partial month). Payment of the Warrant Price may be made at the option of the Holder by: (i) for each day that certified or official bank check payable to the order of the Company, (ii) wire transfer to the account of the Company fails or (iii) if at any time or from time to deliver certificates for time following the date that is 12 months after the Closing Date, the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder Stock issuable upon exercise of this Warrant are not registered pursuant to an effective Registration Statement pursuant to which sales may be entitled to exercise made, the surrender and cancellation of a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number portion of shares of Common Stock beneficially owned then held by the holder Holder or issuable upon such exercise of this Warrant, which shall be valued and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through credited toward the ownership total Warrant Price due the Company for the exercise of the unexercised Warrants and Warrant based upon the unexercised or unconverted portion of any other securities Current Market Price of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of Common Stock. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject From and after the Effective Date and until 5:00 p.m., New York City time, on the Expiration Date, a Holder may exercise any of its Warrants, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to the provisions hereof, this Warrant may be exercised by the holder hereofexercise a Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at the CompanyWarrant Agent's principal executive offices Principal Office, (or 1) a written notice of such other office or agency Holder's election to exercise such Warrant, which notice shall include the number of shares of Common Stock to be purchased, (2) payment of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer Warrant Price for the account of the Company and (3) such Warrant. Such notice shall be substantially in the form of the Exercise Price for Election to Purchase Form set forth on the reverse side of the form of Warrant Certificate attached as Exhibit A hereto, duly executed by such Holder or its agent or attorney. Upon receipt thereof, the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933Agent shall, as amended (the "Securities Act")promptly as practicable, delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined and in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed any event within five Business Days thereafter, deliver or cause to be issued delivered to the holder hereof such Holder an executed certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Common Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by such Holder shall request in the holder hereof notice and shall be registered in the name of such holder or Holder or, subject to Section 11, such other name as shall be designated in such notice. A Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date such notice, together with the check or checks and such Warrant, is received by the Warrant Agent as described above and all taxes required to be paid by such holderHolder, if any, pursuant to Section 4.2 prior to the issuance of such shares have been paid. If this any Warrant shall have been exercised only in part, then, unless this the Warrant has expired, the Company Agent shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number rights of such Holder to purchase the unpurchased shares with respect to of Common Stock called for by such Warrant, which this new Warrant shall not then have been exercised. In addition to in all other available remedies at law or in equity, if the Company fails to deliver certificates for respects be identical with the Warrant Shares within three (3) business days after this exercised in part, or, at the request of such Holder, appropriate notation may be made on such exercised Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay same returned to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accruedsuch Holder. Notwithstanding anything in this Warrant any provision herein to the contrary, the Warrant Agent shall not be required to register shares in no event shall the holder name of this any Person who acquired a Warrant be entitled to exercise a number of Warrants (or portions part thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common any Warrant Stock beneficially owned by the holder and its affiliates (other otherwise than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) such Warrant and this Warrant Agreement. Payment of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) Warrant Price shall be made at the option of the preceding sentence. Notwithstanding anything to the contrary contained hereinHolder by certified or official bank check or any combination thereof, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyduly executed by such Holder or by such Holder's attorney duly authorized in writing.

Manner of Exercise. Subject to the provisions hereof, this Warrant (a) Call Warrants may be exercised by the any holder hereofthereof (each, a "Warrant Holder") in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours part on any business day at the Company's principal executive offices (or such other office or agency Call Date. The following conditions shall apply to any exercise of the Company as it may designate by notice to the holder hereof), and upon Call Warrants: (i) A notice (each, a "Call Notice") specifying the number of Call Warrants being exercised and the Call Date shall be delivered to the Warrant Agent and the Trustee at least 5 Business Days before such Call Date. (ii) The Warrant Holder shall surrender the Call Warrants to the Warrant Agent at its office specified in Section 6.3 hereof no later than 10:00 a.m. (New York City time) on such Call Date. (iii) The Warrant Holder shall have made payment to the Company in cashWarrant Agent, by certified or official bank check or by wire transfer for or other immediately available funds acceptable to the account Warrant Agent, in the amount of the Company Call Price, no later than 10:00 a.m. (New York City time) on the Call Date. (iv) The Warrant Holder may not exercise the Call Warrants at any time when such Warrant Holder is insolvent, and such Warrant Holder shall be required to certify that it is solvent at the time of exercise, by completing the Form of Subscription attached to the Call Warrants and delivering such completed Form of Subscription to the Trustee on or prior to the Call Date and by delivering to the Trustee a form reasonably satisfactory to the Trustee of the Exercise Price for opinion and the Warrant Shares specified in the Exercise Agreement or (iisolvency certificate required pursuant to Section 7(d)(ii) if the resale of the Series Supplement. (v) The Warrant Shares Holder shall have satisfied any other conditions to the exercise of Call Warrants set forth in Section 7(b) of the Series Supplement. (b) Upon exercise of Call Warrants, any Warrant Holder other than the Depositor or any Affiliate of the Depositor shall be entitled to delivery by the holder is not then registered pursuant to an effective registration statement under Trustee of the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise AgreementCalled Certificates. The Warrant Shares so purchased "Called Certificates" shall be Certificates having a Certificate Principal Amount equal to $10 per Call Warrant. Unless otherwise specified therein, such Call Notice shall be deemed to be issued notice of an Optional Exchange pursuant to the holder hereof or such holder's designee, as the record owner of such shares, as Section 7(a) of the close Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of business on the date on which this Warrant Depositor shall have been surrendered, receive the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for proceeds of the Warrant Shares so purchased, representing sale of the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof Called Underlying Securities and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (receive the related Called Certificates or portions thereof) in excess Called Underlying Securities. "Called Underlying Securities" are Underlying Securities which represent the same percentage of the number of Warrants (or portions thereof) upon exercise of which Underlying Securities as the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership Called Certificates represent of the unexercised Warrants Certificates. (c) The Warrant Agent shall notify the Trustee immediately upon its receipt of a Call Notice and upon receipt of payment of the unexercised or unconverted portion Call Price. The Warrant Agent shall transfer the amount of any other securities paid Call Price to the Trustee in immediately available funds, for deposit in the Certificate Account and application pursuant to the Trust Agreement on the applicable Call Date (and, pending such transfer, shall hold such amount for the benefit of the Company (including the Notes and Preferred Shares (as such terms are defined Warrant Holder in the Securities Purchase Agreementa segregated trust account)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.

Manner of Exercise. Subject From and after the date hereof until 5:00 p.m., New York City time, on the Expiration Date, a Holder may exercise any of the Warrants, on any Business Day, for all or any part of the number of shares of Common Stock purchasable thereunder. In order to the provisions hereof, this Warrant may be exercised by the holder hereofexercise a Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at the CompanyWarrant Agent's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof)Principal Office, and upon (i) a written notice of such Holder's election to exercise such Warrant, which notice shall include the number of shares of Common Stock to be purchased, (ii) payment to of the Company Warrant Price in cashimmediately available funds, by certified cashiers or official bank check check, or by wire transfer any combination thereof, in each case in United States dollars for the account of the Company and (iii) such Warrant. Such notice shall be substantially in the form of the Exercise Price for Election to Purchase attached hereto as Exhibit A, duly executed by such Holder or its agent or attorney. Upon receipt thereof, the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933Agent shall, as amended (the "Securities Act")promptly as practicable, delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined and in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed any event within 3 Business Days thereafter, deliver or cause to be issued delivered to the holder hereof such Holder an executed certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedof Common Stock issuable upon such exercise. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by such Holder shall request in the holder hereof notice and shall be registered in the name of such holder Holder or such other name as shall be designated in such notice. A Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date such notice, together with payment of the Warrant Price and such Warrant, is received by the Warrant Agent as described above and all taxes required to be paid by such holderHolder, if any, pursuant to Section 4.2 have been paid. If this any Warrant shall have been exercised only in part, then, unless this the Warrant has expired, the Company Agent shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number rights of such Holder to purchase the unpurchased shares with respect to of Common Stock called for by such Warrant, which this new Warrant shall not then have been exercised. In addition to in all other available remedies at law or in equity, if the Company fails to deliver certificates for respects be identical with the Warrant Shares within three (3) business days after this exercised in part, or, at the request of such Holder, appropriate notation may be made on such exercised Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay same returned to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accruedsuch Holder. Notwithstanding anything in this Warrant any provision herein to the contrary, the Warrant Agent shall not be required to cause to be issued shares in no event shall the holder name of this any Person who acquired a Warrant be entitled to exercise a number of Warrants (or portions part thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common any Warrant Stock beneficially owned by the holder and its affiliates (other otherwise than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, such Warrant and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyAgreement.

Manner of Exercise. Subject From and after the Warrant Issuance Date and until 5:00 P.M., New York City time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, Holder shall deliver to the Company at the office or agency designated by the surrender Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, together with a completed exercise agreement in which notice shall specify the form attached hereto number of shares of Common Stock to be purchased, (the "Exercise Agreement")ii) payment by cash, check or bank draft payable to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company Warrant Price in cash, by certified or official bank check cash or by wire transfer or cashier's check drawn on a United States bank or by the Holder's surrender of Warrant Stock (or the right to receive such number of shares) having an aggregate Market Price equal to the Warrant Price for all shares then being purchased and (iii) this Warrant. Such notice shall be substantially in the account form of the Company subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the Exercise Price for the Warrant Shares specified items referred to in the Exercise Agreement or clauses (i), (ii) if and (iii) above, the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933Company shall, as amended promptly as practicable, and in any event within three (the "Securities Act")3) Business Days thereafter, delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed execute or cause to be issued executed and deliver or cause to the holder hereof be delivered to Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Common Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by Holder shall request in the holder hereof notice and shall be registered in the name of such holder or Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by such holderpayment to the Company of the Warrant Price. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number rights of shares with respect Holder to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if purchase the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of unpurchased shares of Common Stock beneficially owned called for by the holder and its affiliates (this Warrant, which new Warrant shall in all other than shares of Common Stock which may respects be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) identical with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyWarrant.

Manner of Exercise. Subject (a) From and after the Original Issue Date and until 5:00 P.M., New York time, on the Expiration Date (the "Exercise Period"), the Holder may from time to time exercise this Warrant, on any Business Day, for all or any part of the provisions hereof, number of shares of Common Stock purchasable hereunder (as determined pursuant to Section 2.2 below). In order to exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto Holder shall (the "Exercise Agreement"), i) deliver to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of Designated Office a written notice of an the Holder's election to effect a exercise this Warrant (an "Cashless Exercise" Exercise Notice"), which Exercise Notice shall be irrevocable and specify the number of shares of Common Stock to be purchased, together with this Warrant and (as defined in Section 11(cii) below) for pay to the Company the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on Price (the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, both such delivery and payment shall have been made for first taken place being hereinafter sometimes referred to as the "Exercise Date"). Such Exercise Notice shall be in the form of the subscription form appearing at the end of this Warrant as Annex A, duly executed by the Holder or its duly authorized agent or attorney. (b) Upon receipt of such shares Exercise Notice, Warrant and payment, the Company shall, as set forth above. Certificates for promptly as practicable execute (or cause to be executed) and deliver (or cause to be delivered) to the Warrant Shares so purchased, Holder a certificate or certificates representing the aggregate number of full shares specified of Common Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof exercising Holder shall reasonably request in the Exercise Notice and shall be registered in the name of such holder the Holder or such other name as shall be designated by such holderin the Exercise Notice. If this This Warrant shall be deemed to have been exercised only in partand such certificate or certificates shall be deemed to have been issued, then, unless this Warrant has expired, and the Company shall, at its expense, at the time Holder or any other Person so designated to be named therein shall be deemed to have become a holder of delivery record of such certificatesshares for all purposes, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% as of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the CompanyExercise Date.

Manner of Exercise. Subject Holder may exercise this Warrant in whole or in ------------------ part in accordance with the terms hereof by mailing or personally delivering to the provisions hereofCompany (i) this Warrant, (ii) a Notice of Exercise in the form of Exhibit I --------- hereto duly executed by ▇▇▇▇▇▇ and (iii) payment of the Exercise Price per share, such payment to be in the form of cash, a certified or official bank check made payable to the Company, or a wire transfer of funds to an account designated by the Company, or any combination of the foregoing, together with all federal and state excise taxes applicable upon such exercise. Upon receipt by the Company of this Warrant, the Notice of Exercise and such payment, this Warrant may shall be deemed to have been exercised by with respect to the number of shares of Common Stock subject to such exercise and specified in the Notice of Exercise, and Holder shall thereupon become the holder hereofof record of the shares of Common Stock issuable upon such exercise, notwithstanding the fact that the stock transfer books of the Company may then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to Holder. As soon as practicable after any exercise, in whole or in part, by of the surrender of this Warrant, together with a completed exercise agreement and in the form attached hereto any event within ten (the "Exercise Agreement")10) Business Days thereafter, to the Company during normal business hours on any business day at will deliver to Holder a stock certificate or certificates representing the Company's principal executive offices (or such other office or agency shares of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares Common Stock so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered with such certificate or certificates to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such name(s) and such denominations as Holder may be requested by the holder hereof and shall be registered specify in the name Notice of such holder or such other name as shall be designated by such holderExercise. If this Warrant shall have been is exercised only in part, then, unless this Warrant has expiredfor less than all of the shares of Common Stock subject hereto, the Company shall, at its expenseupon such exercise and surrender of this Warrant for cancellation, at the time of delivery of such certificates, promptly execute and deliver to the holder Holder a new Warrant representing of like tenor evidencing the number right of shares with respect Holder to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if purchase the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number balance of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company.purchasable

Manner of Exercise. Subject From and after the Commencement Date, and until 5:00 P.M., New York time, on the Expiration Date (the "Exercise Period"), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder, subject to the provisions hereof, terms and conditions of this Warrant may be exercised by the holder hereofWarrant. In order to exercise this Warrant, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), Holder shall deliver to the Company during normal business hours on any business day at its principal office or at the Company's principal executive offices (or such other office or agency of designated by the Company as it may designate by notice to the holder hereof)provided herein, and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an ▇▇▇▇▇▇'s election to effect a "Cashless Exercise" exercise this Warrant, which notice shall specify the number of shares of Warrant Stock to be purchased, and (as defined in Section 11(cii) below) for payment of the Warrant Shares specified Price as provided herein. Such notice shall be irrevocable and substantially in the Exercise Agreementform of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. The Warrant Shares so purchased shall be deemed Upon receipt thereof, the Company shall, as promptly as reasonably practicable, execute or cause to be issued executed and deliver or cause to be delivered to the holder hereof Holder (a) a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered as hereinafter provided, and (b) an Additional Warrant to the holder hereof within a reasonable time, not exceeding three (3) business days, after this acquire up to 0.35 shares of Common Stock for each Warrant shall have been so exercisedStock purchased herein. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall reasonably request in the notice and shall be registered in the name of such holder the Holder or if permitted pursuant to the terms of this Warrant such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number of shares with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% rights of the number of Warrant Shares that Holder to purchase the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (i) the number of unpurchased shares of Common Stock beneficially owned called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or at the holder and its affiliates (other than shares request of Common Stock which the Holder, appropriate notation may be deemed beneficially owned through made on this Warrant and the ownership same returned to the Holder. Payment of the unexercised Warrants and Warrant Price may be made at the unexercised or unconverted portion of any other securities option of the Company Holder by: (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)i) subject to a limitation on conversion certified or exercise analogous official bank check payable to the limitation contained herein) and order of the Company, or (ii) wire transfer of immediately available funds to the number account of the Company. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject From and after the Closing Date, and until 5:00 P.M., New York time, on the Expiration Date (the "Exercise Period"), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Warrant Stock purchasable hereunder. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, the Holder shall deliver to the Company at its principal office or at the office or agency designated by the surrender Company pursuant to Section 12, (i) an original written notice of Holder's election to exercise this Warrant, together with a completed exercise agreement which notice shall specify the number of shares of Warrant Stock to be purchased, (ii) payment of the Warrant Price as provided herein, and (iii) this Warrant. Such notice shall be substantially in the form attached hereto (of the "Exercise Agreement")subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within three Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Company during normal business hours on any business day at the Company's principal executive offices (Holder a certificate or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Warrant Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by the holder hereof Holder shall request in the notice and shall be registered in the name of such holder the Holder or such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date when the notice, together with the payment of the Warrant Price and this Warrant, is received by such holderthe Company as described above. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. If the Company intentionally and willfully fails to deliver to the holder such certificate or certificates pursuant to this Section 2.1 (free of any restrictions on transfer or legends, if such shares have been registered) in accordance herewith, prior to the seventh trading day after the receipt by the Company of (i) an original written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares with respect of Warrant Stock to which be purchased, (ii) payment of the Warrant Price as provided herein, and (iii) this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity(the "Date of Receipt"), if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder such Holder, in cash cash, on a penalty (the "Penalty") per diem basis, an amount equal to 2% of the number value of the undelivered Warrant Shares that Stock (based on the holder is entitled to multiplied by the Current Market Price (as hereinafter definedof the Common Stock on the Date of Receipt) for each day that the Company fails to deliver certificates for per month until such delivery takes place. Payment of the Warrant Shares. For example, if Price may be made at the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day option of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise of which the sum of Holder by: (i) certified or official bank check payable to the number order of the Company, (ii) wire transfer to the account of the Company or (iii) at any time following the date that is twelve (12) months after the Closing Date, the surrender and cancellation of a portion of shares of Common Stock beneficially owned then held by the holder Holder or issuable upon exercise of this Warrant, which shall be valued and its affiliates credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Current Market Price of the Common Stock, unless a Registration Statement (other than as defined in the Investor Rights Agreement) is then effective with respect to all shares of Common Stock which issuable pursuant to this Warrant and sales may be deemed beneficially owned through the ownership of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as made pursuant to such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of Registration Statement. All shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not pursuant to the terms hereof shall be amended without (i) the written consent validly issued and, upon payment of the holder hereof Warrant Price, shall be fully paid and the Company nonassessable and (ii) the approval of a majority of shareholders of the Companynot subject to any preemptive rights.

Manner of Exercise. Subject From and after the Warrant Issuance Date ------------------ and until 5:00 P.M., New York City time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to the provisions hereof, exercise this Warrant may be exercised by the holder hereofWarrant, in whole or in part, Holder shall deliver to the Company at the office or agency designated by the surrender Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, together with a completed exercise agreement in which notice shall specify the form attached hereto number of shares of Common Stock to be purchased, (the "Exercise Agreement")ii) payment by cash, check or bank draft payable to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company Warrant Price in cash, by certified or official bank check cash or by wire transfer or cashier's check drawn on a United States bank or by the Holder's surrender of Warrant Stock (or the right to receive such number of shares) having an aggregate Market Price equal to the Warrant Price for all shares then being purchased and (iii) this Warrant. Such notice shall be substantially in the account form of the Company subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or --------- attorney. Upon receipt of the Exercise Price for the Warrant Shares specified items referred to in the Exercise Agreement or clauses (i), (ii) if and (iii) above, of receipt of such notice the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933Company shall, as amended promptly as practicable, and in any event within three (the "Securities Act")3) Business Days, delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed execute or cause to be issued executed and deliver or cause to the holder hereof be delivered to Holder a certificate or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, certificates representing the aggregate number of full shares specified of Common Stock issuable upon such exercise, together with cash in the Exercise Agreementlieu of any fraction of a share, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedas hereinafter provided. The stock certificate or certificates so delivered shall be be, to the extent possible, in such denomination or denominations as may be requested by Holder shall request in the holder hereof notice and shall be registered in the name of such holder or Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by such holderpayment to the Company of the Warrant Price. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificatesthe certificate or certificates representing Warrant Stock, deliver to the holder Holder a new Warrant representing evidencing the number rights of Holder to purchase the unpurchased shares with respect to of Common Stock called for by this Warrant, which this new Warrant shall not then have been exercised. In addition to in all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after respects be identical with this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant SharesWarrant. The Penalty Holder shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise the Warrant notwithstanding the commencement of any case under 11 U.S.C. (S) 101 et seq. (the "Bankruptcy -- ---- Code"). In the event the Company is a number of Warrants debtor under the Bankruptcy Code, the Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. (or portions thereofS) 362 in excess respect of the number of Warrants Holder's exercise right. The Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. (or portions thereofS) upon exercise of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership 362 in respect of the unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (Warrant. The Company agrees, without cost or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. Notwithstanding anything expense to the contrary contained hereinHolder, the limitation on exercise of this Warrant set forth herein may not be amended without to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. (iS) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Company362.

Manner of Exercise. Subject to the provisions hereof, this Warrant may This Option Award shall be exercised by delivering to the holder hereofCompany (or its authorized agent), during the period in whole or in partwhich such Option Award is exercisable, by the surrender (i) a written notice of your intent to purchase a specific number of Shares pursuant to this Warrant, together with Option Award (a completed exercise agreement in the form attached hereto (the "Exercise AgreementNotice of Exercise"), to the Company during normal business hours on any business day at the Company's principal executive offices and (or such other office or agency ii) full payment of the Company Option/Exercise Price for such specific number of Shares. Payment may be made by any one or more of the following means: (a) cash or personal check; or (b) if approved and permitted by the Committee, through the delivery of Shares having a Fair Market Value on the day of exercise equal to such Option/Exercise Price (the number of Shares may be initially estimated using the Fair Market Value on the last stock trading day preceding the exercise day, with a true-up of any differential effective as it may designate by notice to of the holder hereofexercise date), and upon which Shares either (i) payment to the Company in cash, have been owned by certified or official bank check or by wire transfer you for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement at least six months ("Mature Shares") or (ii) if were purchased by you on the resale open market. Certificates for Shares shall be properly endorsed with signatures guaranteed (unless such signature guarantee is waived by an officer of the Warrant Company), and shall represent Shares which are fully paid, non-assessable, and free and clear from all liens and encumbrances; or (c) if approved and permitted by the holder is not then registered pursuant Committee, through the sale of the Shares acquired on exercise of this Option Award through a broker to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery whom you have submitted irrevocable instructions to deliver promptly to the Company the amount of a written notice sale or loan proceeds sufficient to pay for such Shares, together with, if required by the Company, the amount of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof federal, state, local or such holder's designee, as the record owner foreign withholding taxes payable by reason of such shares, as exercise. A copy of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall delivery instructions must also be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercisedCompany by you with the Notice of Exercise. The certificates so delivered exercise of the Option Award shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, become effective at the time such a Notice of delivery Exercise has been received by the Company, which must be before the tenth anniversary of such certificates, deliver to the holder Grant Date (the "Expiration Date"). You will not have any rights as a new Warrant representing stockholder of the number of shares Company with respect to which this Warrant shall not then have been exercised. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) deliverable upon exercise of which this Option Award until a certificate for such Shares is delivered to you or the sum of (i) Shares are otherwise transferred to you. If the number of shares of Common Stock beneficially owned Option Award is exercised as permitted herein by the holder and its affiliates (any person or persons other than shares you, such Notice of Common Stock which Exercise shall be accompanied by such documentation as the Company may be deemed beneficially owned through the ownership reasonably require, including without limitation, evidence of the unexercised Warrants authority of such person or persons to exercise the Option Award and the unexercised or unconverted portion of any other securities of evidence satisfactory to the Company (including the Notes and Preferred Shares (as such terms are defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) that any death taxes payable with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise such Shares have been paid or provided in clause (i) of the preceding sentence. Notwithstanding anything to the contrary contained herein, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the written consent of the holder hereof and the Company and (ii) the approval of a majority of shareholders of the Companyfor.