Common use of Manner of Exercise Clause in Contracts

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. (a) This Warrant Options evidenced hereby may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereofextent vested be exercised, in whole or in part part, by notice to the Secretary of the Company in writing given at least 5 Business Days prior to the date as of which the Grantee will so exercise such options (but not as to fractional shares) the “Exercise Date”), specifying the number of whole shares of Common Stock with respect to any portion of this Warrant, during which such options are being exercised (the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business DayExercise Shares”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of and the aggregate Exercise Option Price for such Exercise Shares; provided that if the number shares of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this WarrantCommon Stock are traded on a U.S. national securities exchange, notice may be given 2 Business Days before the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3Exercise Date. (b) Except as provided for in Section 3.1(c) below, each Exercise shall occur by delivery of both written notice of exercise of this Warrant must be accompanied by payment in full to the Secretary of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds Company, and payment to the Company of the full exercise price for the shares of Common Stock being purchased, which shall be an amount equal to the product of the number of Warrant Exercise Shares being purchased and the Option Price (the “Exercise Price”), and an amount equal to all applicable Withholding Taxes required by the Holder upon reason of such exercise. (c) The aggregate Exercise Price for methods of payment that the number of Warrant Shares being purchased Grantee may also, utilize in exercising the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holderoptions evidenced hereby include: (i) cash or check payable to the Company (in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exerciseU.S. dollars); (ii) in the form other shares of Warrant Shares withheld Common Stock that (1) are owned by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Grantee, (2) have a Fair Market Value on the date of exercise surrender equal to the aggregate Exercise Price of the Warrant Shares shares of Common Stock as to which options evidenced hereby are being purchased exercised, (3) are, at the time of such surrender, free and clear of any and all claims, pledges, liens and encumbrances, or any restrictions that would in any manner restrict the transfer of such shares to or by the HolderCompany, and (4) are duly endorsed for transfer to the Company; (iii) a net exercise by surrendering to the Company shares of Common Stock otherwise receivable upon exercise of the options evidenced hereby; or (iiiiv) by a any combination of the foregoingforegoing methods of payment. (d) Shares of Common Stock issuable upon exercise of options evidenced hereby shall be deemed effective and to have been issued as of the date on which the Company has received from the exercising Grantee or the Grantee’s representative a duly completed notice of exercise and sufficient payment in accordance with Section 6(c) above to cover the full exercise price due and all applicable Withholding Taxes required by reason of such exercise. (e) As promptly as practicable following the Exercise Date, provided that the combined value of all cash and the Fair Market Value of any shares surrendered Company shall deliver to the Grantee a certificate or certificates representing the Exercise Shares, registered in the name of the Grantee and bearing appropriate legends as provided in section 7(b) hereof. (f) The Company may require the Grantee to furnish or execute such other documents as the Company reasonably deems necessary: (i) to evidence such exercise, (ii) to determine whether registration is at least equal then required under the Securities Act and (iii) to comply with or satisfy the aggregate Exercise Price for requirements of the number of Warrant Shares being purchased by the HolderSecurities Act, applicable state securities laws or any other applicable law.

Manner of Exercise. (a) This Warrant The Option may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereofexercised, in whole or ------------------------------ in part (but part, by delivering written notice to the Administrator in such form as the Administrator may require from time to time; provided, however, that the Option may not be exercised at any one time as to fractional sharesfewer than one hundred (100) with respect shares (or such number of shares as to any portion which the Option is then exercisable if such number of this Warrant, during shares then exercisable is less than one hundred (100)). Such notice shall specify the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender number of this Warrant shares of Stock subject to the Company at its office maintained pursuant Option as to Section 10.2(a) hereofwhich the Option is being exercised, and shall be accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the full payment of the aggregate Exercise Price for such shares. Payment of the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, Exercise Price shall be made (a) in cash (or cash equivalents acceptable to the Company shall cancel this Warrant document and shall, Administrator in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. Administrator's discretion); (b) Except as provided for in Section 3.1(c) belowthe Administrator's discretion at the time of exercise, each exercise by tender to the Corporation of this Warrant must be accompanied by payment in full shares of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock Corporation's common stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant Grantee, having an aggregate a Fair Market Value on the date of exercise equal to tender not less than the aggregate Exercise Price of the Warrant Shares being purchased Price, which either have been owned by the HolderGrantee at least six (6) months or were not acquired, directly or indirectly, from the Corporation; or (iiic) in the Administrator's discretion at the time of exercise, by the Grantee's full recourse promissory note in a form approved by the Administrator; (d) by a broker-assisted cashless exercise in accordance with Regulation T of the Board of Governors of the Federal Reserve System and the provisions of the next paragraph; or (e) by any combination of the foregoing. In the Administrator's sole and absolute discretion, provided that the combined value Administrator may authorize payment of all cash the Exercise Price to be made, in whole or in part, by such other means as the Administrator may prescribe. The Option may be exercised only in multiples of whole shares and no fractional shares shall be issued. If the Fair Market Value Stock is registered under Section 12(b) of any shares surrendered the Securities Exchange Act of 1934, as amended, payment of the exercise price may be made, in whole or in part, subject to such limitations as the Administrator may determine, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Administrator to deliver promptly to the Company is at least equal Corporation the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) to the aggregate Exercise Price Corporation to deliver the certificates for the number of Warrant Shares being such purchased by the Holdershares directly to such brokerage firm.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions holder hereof, in whole or in any part (but not including as to fractional shares) with respect to any portion fraction of this Warranta share), during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), Day until the Expiration Date by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereofWarrant, accompanied by a written exercise notice in with the form attached as Exhibit A to this Warrant of Subscription Notice at the end hereof (or a reasonable facsimile thereof) duly executed by such holder, to the HolderCompany, together with the accompanied by: (i) payment of the aggregate Exercise Price for the number Common Stock being purchased. Payment of Warrant Shares purchased upon exercise the Exercise Price shall be made, at the option of this Warrant. Upon surrender the holder hereof, either: (A) in cash or by certified or official bank check payable to the order of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full amount of the aggregate Exercise Price (or portion thereof being paid in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased this manner), (B) by the Holder upon such exercise. surrender of indebtedness of the Company (cprincipal and/or interest) The in an amount equal to the aggregate Exercise Price for the number of Warrant Shares (or portion thereof being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at this manner), (C) by the election of the Holder: (i) in the form surrender of Common Stock, including Common Stock owned by the Holder (based on the Fair obtained upon any previous exercise of this Warrant, having a Market Value (as defined belowhereinafter defined) as of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price (or portion thereof being paid in this manner), (D) by the surrender of other warrants of the Company, having a Warrant Shares being purchased by the Holder; or Value (iiias hereinafter defined) by a combination as of the foregoing, provided that the combined value date of all cash and the Fair Market Value of any shares surrendered to the Company is at least exercise equal to the aggregate Exercise Price (or portion thereof being paid in this manner), or (E) by any combination of the foregoing. In lieu of paying the Exercise Price in the foregoing manner, the holder hereof may, at its option, surrender to the Company all or a specified portion of this Warrant in exchange for a number of shares of Common Stock determined by dividing (1) the product of (i) the number of shares issuable upon exercise of this Warrant Shares being purchased or such specified portion (as the case may be) and (ii) the difference between the Market Value of the Common Stock as of the date of exercise and the Exercise Price, by (2) such Market Value. For purposes of the Holderforegoing, "Market Value" of the Common Stock means, as of any date, the reported closing sale price per share of the Common Stock as of the immediately preceding Business Day (provided there is no such reported closing sale price on such Business Day, then the average of the last-reported bid and ask prices on such Business Day); and "Warrant Value" means, for any warrant as of any date, the excess (if any) of the exercise price per share thereof over the Market Value of the Common Stock as of such date.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. The Exercise Price may be paid in a “cashless” or “cash” exercise or a combination thereof pursuant to Section 3.1(b) and Section 3.1(c) below; provided, however, that, if at any time during the term of this Warrant there is no effective registration statement registering the Warrant Shares under the Securities Act, or no current prospectus available for, the issuance or resale of the Warrant Shares by the Holder, then this Warrant may only be exercised at such time by means of a “cashless” exercise. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The Subject to Section 3.1(a) and the other terms and conditions of this Warrant, the aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, also be paid in full or in part on a “cashless cashless” basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not only on the conditions hereinafter set forth) as to fractional sharesall or any increment or increments of one thousand (1,000) with respect to any portion Shares (or the balance of this Warrant, during the Company’s normal business hours on any day other Shares if less than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”1,000), by surrender of this Warrant upon delivery to the Company at its office maintained pursuant the following address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Way, Sarasota, Florida 34243 or such other address as the Company shall designate in a written notice to Section 10.2(a) the Holder hereof, accompanied by a written exercise notice of the Notice of Exercise in the form attached as Exhibit of Annex A to this Warrant (or a reasonable facsimile thereof) hereto, duly completed and executed by on behalf of the Holder, together with the this Warrant and payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, to the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased so purchased. The Exercise Price shall be payable, at the option of the Holder, (i) by certified or bank check, (ii) by the Holder; or surrender by the Holder for cancellation of Debentures or any portion thereof having an outstanding principal balance at least equal to the aggregate Exercise Price, or (iii) by a combination of (i) and (ii) above. Upon exercise of this Warrant as aforesaid, the foregoingCompany shall as promptly as practicable, provided that the combined value of all cash and the Fair Market Value of in any shares surrendered event within ten (10) days thereafter, execute and deliver to the Company Holder of this Warrant a certificate or certificates for the total number of whole Shares for which this Warrant is at least equal being exercised in such names and denominations as are requested by such Holder. If this Warrant shall be exercised with respect to less than all of the aggregate Exercise Price for Shares, the Holder shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised, which new Warrant shall in all other respects be identical to this Warrant. The Company covenants and agrees that it will pay when due any and all state and federal issue taxes which may be payable in respect of the issuance of this Warrant or the issuance of any Shares being purchased by the Holderupon exercise of this Warrant.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall promptly cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. (a) This Warrant Subject to the foregoing, the Option may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as from time to fractional shares) with respect to any portion time by serving written notice of this Warrant, during the Company’s normal business hours exercise on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its principal office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise within the Option period. The notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for shall state the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, as to which the Company Option is being exercised and shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Option Exercise Price for the number of Warrant Shares being purchased may also, all shares designated in the sole discretion notice. Payment of the Holder, exercise price shall be paid in full or in part on a “cashless basis” at the election of the Holder: made (i) in cash (including bank check, personal check or money order payable to the form Company), (ii) with the approval of the Company (which may be given in its sole discretion), by delivering to the Company for cancellation shares of the Company’s Common Stock already owned by the Option Holder (based on the having a Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form Plan) as of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate full Option Exercise Price for all of the Warrant Shares being purchased acquired or the portion thereof being paid by the Holder; or tendering such shares, (iii) with the approval of the Company (which may be given in its sole discretion) and subject to Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder, by delivering to the Company the full Option Exercise Price for all of the Shares being acquired in a combination of the foregoing, provided that the combined value of all cash and Option Holder’s full recourse liability promissory note with a principal amount not to exceed eighty percent (80%) of the exercise price and a term not to exceed five (5) years, which promissory note shall provide for interest on the unpaid balance thereof which at all times is not less than the minimum rate required to avoid the imputation of income, original issue discount or a below-market rate loan pursuant to Sections 483, 1274 or 7872 of the Code or any successor provisions thereto or (iv) with the approval of the Company (which may be given in its sole discretion) and subject to Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder, by delivering to the Company a combination of cash, the Option Holder’s promissory note and shares of Common Stock with an aggregate Fair Market Value of any shares surrendered to the Company is at least and a principal amount equal to the aggregate Option Exercise Price for all of the number of Warrant Shares being acquired. (b) Upon receipt of payment for the shares being purchased and such documents referenced in the preceding sentence, the Company shall, as expeditiously as possible, deliver to the Option Holder a certificate or certificates for such shares out of authorized but theretofore unissued shares of its Common Stock or issued shares which have been reacquired by the HolderCompany. This Option may be exercised only with respect to full shares and no fractional share of stock shall be issued.

Manner of Exercise. Subject to the Company’s code of conduct and securities trading policies as in effect from time to time, this Award, or any exercisable portion thereof, may be exercised solely by delivering to the Company or its designated agent all of the following prior to the time when the Award or such portion becomes unexercisable under Section 3.2: (a) This Warrant may only be exercised Notice in writing (or such other medium acceptable to the Company or its designated agent) signed or acknowledged by the Holder hereof on Grantee or after other person then entitled to exercise the Exercise Date and on or prior Award, stating the number of SARs subject to the Expiration DateAward in respect of which the Award is thereby being exercised, such notice complying with all applicable rules established by the Committee; (i) Full payment (in accordance with cash or by check or by a combination thereof) to satisfy the terms and conditions hereof, in whole or in part (but not as to fractional shares) minimum withholding tax obligation with respect to which the Award or portion thereof is exercised or (ii) indication that the Grantee elects to satisfy the withholding tax obligation through an arrangement that is compliant with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (and any portion other applicable laws and exchange rules) and that provides for the delivery of this Warrant, during irrevocable instructions to a broker to sell Shares obtained upon the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law exercise of the Award and to be closed (a “Business Day”), by surrender of this Warrant deliver promptly to the Company at its office maintained an amount to satisfy the minimum withholding tax obligation that would otherwise be required to be paid by the Grantee to the Company pursuant to Section 10.2(aclause (i) hereofof this subsection (b), accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant or (or a reasonable facsimile thereofiii) duly executed if made available by the HolderCompany, together with indication that the payment of the aggregate Exercise Price for Grantee elects to have the number of Warrant Shares purchased that would otherwise be issued to the Grantee upon exercise of this Warrant. Upon surrender such Award (or portion thereof) reduced by a number of Shares having an aggregate Fair Market Value, on the date of such exercise, equal to the payment to satisfy the minimum withholding tax obligation that would otherwise be required to be made by the Grantee to the Company pursuant to clause (i) of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. subsection (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise). (c) The aggregate Exercise Price for If required by the number of Warrant Shares being purchased may alsoCompany, a bona fide written representation and agreement, in a form satisfactory to the sole discretion of Company, signed by the HolderGrantee or other person then entitled to exercise such Award or portion thereof, be paid in full or in part on a “cashless basis” at stating that the election of the Holder: (i) in the form shares of Common Stock owned are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Grantee or other person then entitled to exercise such Award or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the Holder (based on representation and agreement referred to above; provided, however, that the Fair Market Value (as defined below) Company may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such Common Stock on representation and agreement and to effect compliance with the date of exercise);Act and any other federal or state securities laws or regulations; and (iid) in In the form of Warrant Shares withheld event the Award or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price Grantee, appropriate proof of the Warrant Shares being purchased by right of such person or persons to exercise the Holder; or (iii) by a combination Award. Without limiting the generality of the foregoing, provided the Company may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of this Award (or portion thereof) does not violate the combined value Act, and may issue stop-transfer orders covering such Shares. Share certificates evidencing stock issued on exercise of all cash any portion of this Award shall bear an appropriate legend referring to the provisions of subsection (c) above and the Fair Market Value agreements herein. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holdersuch shares.

Manner of Exercise. (a) This Warrant The Holder may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereofexercise this Warrant, in whole or in part (part, immediately, but not as to fractional shares) with respect to any portion of this Warrantafter the Expiration Date, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized Trading Day by law to be closed (a “Business Day”), by surrender of surrendering this Warrant to the Company at its the principal office maintained pursuant to Section 10.2(a) hereofof the Company, accompanied by a written exercise notice Warrant Exercise Form in substantially the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) annexed hereto duly executed by the Holder, together with the Buyer and by payment of the aggregate Warrant Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number shares of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of which this Warrant Shares being purchased may alsois then exercisable, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: either (i) in immediately available funds, (ii) by delivery of an instrument evidencing indebtedness owing by the form Company to the Holder in the appropriate amount, (iii) by authorizing the Company to retain shares of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares which would otherwise to be received issuable upon exercise of this Warrant having an aggregate Fair Market Value on the date (in accordance with Section 2.4 hereof) or (iv) in a combination of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (i), (ii) or (iii) by above, provided, however, that in no event shall the Holder be entitled to exercise this Warrant for a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the HolderHolder to exceed 9.9% of the outstanding shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. The Holder may waive the foregoing limitation by written notice to the Company upon not less than 61 days prior written notice (with such waiver taking effect only upon the expiration of such 61 day notice period).

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions holder hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”)Day during the Exercise Period, by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereofWarrant, accompanied by a written exercise notice in with the form attached as Exhibit A to this Warrant of subscription at the end hereof (or a reasonable facsimile thereof) duly executed by such holder, to the HolderCompany at the principal office of the Company located at 2950 Lake Emma Road, together Lake Mary, FL 32746, or such other location in the ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ the principal office of the Company and of which the Company shall have notified the holder hereof in writing (or, if such exercise shall be in connection with an underwritten public offering of shares of Common Stock (or Other Securities) subject to this Warrant, at the location at which the underwriters shall have agreed to accept delivery thereof), accompanied by payment of the aggregate Exercise Price for an amount obtained by multiplying (a) the number of Warrant Shares purchased upon exercise shares of this Warrant. Upon surrender Original Common Stock (without giving effect to any adjustment therein) designated in such form of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. subscription by (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Initial Exercise Price in cash by check or wire transfer in immediately available funds for (the number of Warrant Shares being purchased by the Holder upon such exercise. (c) "EXERCISE PAYMENT"). The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, Payment shall be paid in full or in part on a “cashless basis” at the election of the Holder: payable (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); cash or its equivalent, (ii) in the form shares of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received Common Stock newly acquired upon exercise of this Warrant having an aggregate Fair (valued at the Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or Price), (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered surrendering to the Company is the right to purchase a number of shares of Common Stock issuable upon exercise of this Warrant (valued at least the Market Price) equal to the aggregate Exercise Price for product obtained by multiplying the number of Warrant Shares being shares of Common Stock to be purchased (including the shares relating to the surrendered rights) by a fraction, the Holdernumerator of which is the Exercise Payment per share and the denominator of which is the Market Price per share, or (iv) any combination of (i), (ii) and (iii).

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Datehereof, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, into shares of Common Stock (the “Warrant Shares”), during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”)) on or prior to the Expiration Date with respect to such portion of this Warrant, by surrender of this Warrant to the Company Mateon at its office maintained pursuant to Section 10.2(a12.2(a) hereof, accompanied by a written an exercise notice (the “Exercise Notice”) in substantially the form attached to this Warrant as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for Warrant Price. Anything to the contrary notwithstanding, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and the Holder’s affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of the Warrant Shares purchased or the unexercised or unconverted portion of any other of the Company’s securities subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the exercise of this Warrant. Upon surrender the portion of this WarrantWarrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Company Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock (the “Ownership Limitation”). Beneficial ownership shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document be determined in accordance with Section 3.3. (b13(d) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for Securities Exchange Act of 1934 (the number of Warrant Shares being purchased “Exchange Act”), and Regulations 13D - G thereunder; provided, further, that the limitations on exercised may be waived by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may alsoupon, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal , not less than 61 days’ prior notice to the aggregate Exercise Price Company, and the provisions of the Warrant Shares being purchased exercise limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder; or (iii) by a combination , as may be specified in such notice of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holderwaiver).

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exerciseon which the exercise is deemed to have been effected); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of on which the exercise is deemed to have been effected equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. (a) This Warrant The Holder may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereofexercise this Warrant, in whole or in part (part, immediately, but not as to fractional shares) with respect to any portion of this Warrantafter the Expiration Date, during the Company’s normal business hours on any business day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of surrendering this Warrant to the Company at its the principal office maintained pursuant to Section 10.2(a) hereofof the Company, accompanied by a written exercise notice Warrant Exercise Form in substantially the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) annexed hereto duly executed by the Holder, together with the Buyer and by payment of the aggregate Warrant Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number shares of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of which this Warrant Shares being purchased may alsois then exercisable, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: either (i) in immediately available funds, (ii) by delivery of an instrument evidencing indebtedness owing by the form Company to the Holder in the appropriate amount, (iii) by authorizing the Company to retain shares of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares which would otherwise to be received issuable upon exercise of this Warrant having an aggregate Fair Market Value a fair market value (defined as the last reported Closing Sale Price of the Common Stock on the date immediately preceding the date of the Warrant Exercise notice) on the date of exercise delivery equal to the aggregate Warrant Exercise Price Price, or (iv) in a combination of the Warrant Shares being purchased by the Holder; or (i), (ii) or (iii) by above, provided, however, that in no event shall the Holder be entitled to exercise this Warrant for a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the HolderHolder and its affiliates to exceed 9.9% of the outstanding shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder and its affiliates subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. The Holder may waive the foregoing limitation by written notice to the Company upon not less than 61 days prior written notice (with such waiver taking effect only upon the expiration of such 61 day notice period).

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Datehereof, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, into shares of Common Stock (the “Warrant Shares”), during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”)) on or prior to the Expiration Date with respect to such portion of this Warrant, by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a12.2(a) hereof, accompanied by a written an exercise notice (the “Exercise Notice”) in substantially the form attached to this Warrant as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for Warrant Price. Anything to the contrary notwithstanding, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and the Holder’s affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of the Warrant Shares purchased or the unexercised or unconverted portion of any other of the Company’s securities subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the exercise of this Warrant. Upon surrender the portion of this WarrantWarrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Company Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock (the “Ownership Limitation”). Beneficial ownership shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document be determined in accordance with Section 3.3. (b13(d) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for Securities Exchange Act of 1934 (the number of Warrant Shares being purchased “Exchange Act”), and Regulations 13D - G thereunder; provided, further, that the limitations on exercised may be waived by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may alsoupon, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal , not less than 61 days’ prior notice to the aggregate Exercise Price Company, and the provisions of the Warrant Shares being purchased exercise limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder; or (iii) by a combination , as may be specified in such notice of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holderwaiver).

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by on a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased “cashless” basis by the Holder.

Manner of Exercise. Subject to the vesting provisions set forth in paragraph 2 (ac) This above, this Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereofHolder, in whole or in part (but not as to fractional shares) with respect to any portion fraction of a share of Ciprico Common Stock), by surrendering this Warrant, during with the CompanyExercise Form attached hereto as Exhibit A filled in and duly executed by such Holder or by such Holder’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New Yorkduly authorized attorney, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its principal office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate exercise price therefore (equal to the Exercise Price for multiplied by the number of shares as to which the Warrant Shares purchased upon exercise of this Warrantis being exercised). Upon surrender of this Warrant, At the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion option of the Holder, the Exercise Price may be paid in full one or in part on a “cashless basis” at the election more of the Holderfollowing manners: (i) in the form a certified check or wire transfer of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise);immediately available funds, (ii) in the form surrender of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise stock certificates then held representing that number of this Warrant shares having an aggregate Fair Market Value current fair market value (as defined in paragraph 5(b) below) on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being for all shares to be purchased by the Holder; pursuant to this Warrant, or (iii) by a combination of “Cashless Exercise,” in which event the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered Company shall issue to the Company is at least equal to the aggregate Exercise Price for Holder the number of Warrant Shares determined as follows: X = Y [(A-B)/A] where: X = the number of Warrant Shares to be issued to the Holder. Y = the number of Warrant Shares with respect to which this Warrant is being purchased exercised. A = the fair market value (as defined in paragraph 5(b) below) of Ciprico Common Stock on the date of exercise. B = the Exercise Price. (iv) any combination of the foregoing methods. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for such Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by on a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased “cashless” basis by the Holder.

Manner of Exercise. (a) This Warrant may only Each exercise of this Option shall be exercised by the Holder hereof on or after the Exercise Date and on or prior means of a written notice of exercise delivered to the Expiration DateCompany. Such notice shall identify the Options being exercised. When applicable, the notice shall also specify the number of Mature Shares (as defined in accordance with the terms and conditions hereofPlan) that the Option Holder plans to deliver in payment of all or part of the exercise price. Before shares will be issued, in whole or in part (but not as the full purchase price of the shares subject to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to Options being exercised shall be closed (a “Business Day”), by surrender of this Warrant paid to the Company at its office maintained pursuant to Section 10.2(a) hereofusing the following methods, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full individually or in part on a “cashless basis” at the election of the Holder: combination: (i) in cash or by certified, cashier’s or (as funds clear) personal check payable to the form order of Common Stock owned the Company; (ii) by the Holder (based on the Fair Market Value Constructive or Actual Delivery (as defined belowin the Plan) of such Common Stock on Mature Shares with a fair market value as of the date close of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value business on the date of exercise equal to or greater than the aggregate Exercise Price of the Warrant Shares being purchased by the Holderpurchase price; or (iii) by wire transfer to an account specified by the Company, or (iv) by delivery of a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company is at least equal the amount of sale or loan proceeds to pay such full purchase price (in which case the aggregate Exercise Price exercise will be effective upon the earlier of the trade date or receipt of such proceeds by the Company for the related sale of shares). The Company reserves the right to accept shares of stock of the Company in payment of the purchase price of an option only if such shares have been held by the Option Holder for a specified minimum period of time during which such shares were not exchanged to effectuate another option exercise. This Option may not be exercised for a fraction of a share and no partial exercise of this Option may be for less than: (i) one hundred (100) shares; or (ii) the total number of Warrant Shares being purchased shares then eligible for exercise, if less than one hundred (100) shares. This Option may be exercised: (i) during the lifetime of the Option Holder only by the Option Holder or in the event a guardian or legal representative is appointed during the Option Holder’s lifetime to handle the affairs of the Option Holder, such guardian or legal representative; and (ii) after the Option Holder’s death by his or her transferees by will or the laws of descent or distribution, and not otherwise, regardless of any community property interest therein of the spouse of the Option Holder, or such spouse’s successors in interest. If the spouse of the Option Holder shall have acquired a community property interest in this Option, the Option Holder, or the Option Holder’s permitted successors in interest, may exercise the Option on behalf of the spouse of the Option Holder or such spouse’s successors in interest.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or From and after the Exercise Original Issue Date ------------------ and until 5:00 P.M., New York time, on or prior to the Expiration Date, in accordance the Holder of this Warrant may from time to time exercise this Warrant, on any Business Day, for all or any part of the number of shares of Non-Voting Common Stock purchasable hereunder (as determined pursuant to Section 2.2 below); provided, however, if -------- ------- after the Outside Date, any Holder of this Warrant elects to convert such warrant to Non-Voting Common Stock pursuant to this Section 2 and it is determined that the Company cannot issue Non-Voting Common Stock, the Company shall use its reasonable efforts to deliver to such Holder securities, cash or other property to provide such Holder with the terms economic equivalent of an exercise of the Series 2-B Warrant into, and conditions hereofan immediate sale of, the Non- Voting Common Stock. In order to exercise this Warrant, in whole or in part part, the Holder shall (but not as to fractional sharesi) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant deliver to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by Designated Office a written notice of the Holder's election to exercise notice this Warrant (an "Exercise Notice"), --------------- which Exercise Notice shall be irrevocable and specify the number of shares of Non-Voting Common Stock to be purchased, together with this Warrant and (ii) pay to the Company the Warrant Price (the date on which both such delivery and payment shall have first taken place being hereinafter sometimes referred to as the "Exercise Date"). Such Exercise Notice shall be in the form attached as Exhibit A to of the subscription form appearing at the end of this Warrant (or a reasonable facsimile thereof) as Annex A, duly executed ------- by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3Holder or its duly authorized agent or attorney. (b) Except Upon receipt by the Company of such Exercise Notice, Warrant and payment, the Company shall, as provided for promptly as practicable, and in Section 3.1(cany event within five (5) belowBusiness Days thereafter, each exercise of this Warrant must execute (or cause to be accompanied by payment in full of executed) and deliver (or cause to be delivered) to the Holder a certificate or certificates representing the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder full shares of Non-Voting Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as the exercising Holder shall reasonably request in the Exercise Notice and shall be registered in the name of the Holder or, subject to Section 9 below, such other name as shall be designated in the Exercise 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 Exercise Date. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion Payment of the Holder, Warrant Price shall be paid in full or in part on a “cashless basis” made at the election option of the Holder: Holder by one or more of the following methods: (i) by delivery of a certified or official bank check in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) amount of such Common Stock on Warrant Price payable to the date order of exercise); the Company, (ii) in by instructing the form Company to withhold a number of shares of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received Stock then issuable upon exercise of this Warrant having with an aggregate Fair Market Value on the date of exercise equal to such Warrant Price (the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or "Share Withholding Option"), or ------------------------ (iii) by a combination surrendering to the Company shares of Non-Voting Common Stock previously acquired by the foregoing, provided that Holder with an aggregate Fair Value equal to such Warrant Price. In the combined value of all cash and the Fair Market Value event of any withholding of Warrant Stock or surrender of Non-Voting Common Stock pursuant to clause (ii) or (iii) above where the number of shares whose Fair Value is equal to the Warrant Price is not a whole number, the number of shares withheld by or surrendered to the Company is at least equal shall be rounded up to the aggregate Exercise Price nearest whole share and the Company shall make a cash payment to the Holder based on the incremental fraction of a share being so withheld by or surrendered to the Company in an amount determined in accordance with Section 2.3 hereof. (d) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing the shares of Non-Voting Common Stock being issued, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Non-Voting Common Stock called for by this Warrant. Such new Warrant shall in all other respects be identical to this Warrant. Notwithstanding any provision herein to the number contrary, the Company shall not be required to register shares of Non-Voting Common Stock in the name of any Person who acquired this Warrant (or part hereof) or any shares of Warrant Shares being purchased Stock otherwise than in accordance with this Warrant. (e) All Warrants delivered for exercise shall be canceled by the HolderCompany.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration DateHolder, in accordance with the its terms and conditions hereofconditions, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, into shares of Common Stock (the “Warrant Shares”), during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”)) on or before the Expiration Date, by surrender of this Warrant to the Company at its office maintained pursuant to under Section 10.2(a) hereof11.2(a), accompanied by a written an exercise notice (the “Exercise Notice”) in substantially the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Warrant Price. The Holder also shall have the right, at its election exercised in its sole discretion, when exercising the Warrant, in whole or in part, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price for Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A = the total number of Warrant Shares purchased that Holder is then purchasing. B = the Closing Price of the Common Stock on the trading day immediately preceding the date of the Exercise Notice. C = the Warrant Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. Anything to the contrary notwithstanding, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of this Warrant. Upon surrender which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and the Holder’s affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of the Warrant or the unexercised or unconverted portion of any other of the Company’s securities subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the exercise of the portion of this WarrantWarrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Company Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock (“Ownership Limitation”). Beneficial ownership shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document be determined in accordance with Section 3.3. (b13(d) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for Securities Exchange Act of 1934 (the number of Warrant Shares being purchased “Exchange Act”), and Regulations 13D - G thereunder, provided, further, however, that the limitations on exercised may be waived by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may alsoupon, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal , not less than 61 days’ prior notice to the aggregate Exercise Price Company, and the provisions of the Warrant Shares being purchased exercise limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder; or (iii) by a combination , as may be specified in such notice of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holderwaiver).

Manner of Exercise. (a) This Warrant may only be exercised by exercised, in whole or in part, at any time or from time to time, during the Holder hereof period commencing as of 9:30:01 a.m., New York time, on or after the day immediately following the Initial Exercise Date and ending as of 5:30 p.m., New York time, on or prior the Expiration Date (the “Exercise Period”), for _________________ fully paid and non-assessable shares of Common Stock (the “Warrant Shares”), for an exercise price per share equal to the Expiration DateExercise Price, in accordance with this Section 2(a). Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on any day on or after the Exercisability Date, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”)part, by surrender delivery of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice notice, in the form attached hereto as Exhibit A to this Warrant Attachment I (or a reasonable facsimile thereof) duly executed by the "Exercise Notice"), of the Holder's election to exercise this Warrant. Within two (2) days following the Exercise Notice, together with the Holder shall make payment to the Company of an amount equal to the aggregate applicable Exercise Price for multiplied by the number of Warrant Shares purchased upon as to which this Warrant is being exercised (the "Aggregate Exercise Price") in cash or by wire transfer of immediately available funds, or provided the conditions for cashless exercise set forth in Section 2(b) are satisfied, by notifying the Company that this Warrant is being exercised pursuant to Section 2(b). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of this Warrantthe Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Upon surrender of this WarrantOn or before the first (1st) Business Day following the date on which the Company has received the Exercise Notice, the Company shall cancel transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer Agent"). Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant document and shallhas been exercised, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full irrespective of the aggregate Exercise Price in cash by check date such Warrant Shares are credited to the Holder's DTC account or wire transfer in immediately available funds for the number date of delivery of the certificates evidencing such Warrant Shares, as the case may be. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value The date on which the Company receives the Notice of Exercise shall be deemed to be the date of exercise equal to (the aggregate Exercise Price “Date of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the HolderExercise”).

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Initial Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant), during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant hereto (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. Notwithstanding the foregoing, the Company shall not be required to issue a Warrant covering less than 1,000 shares of Common Stock. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash cash, by cashier’s check or wire transfer in of immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or From and after the Exercise Original Issue Date ------------------ and until 5:00 P.M., New York time, on or prior to the Expiration Date, in accordance the Holder of this Warrant may from time to time exercise this Warrant, on any Business Day, for all or any part of the number of shares of Non-Voting Common Stock purchasable hereunder (as determined pursuant to Section 2.2 below); provided, however, if -------- ------- after the Outside Date, any Holder of this Warrant elects to exercise such warrant for Non-Voting Common Stock pursuant to this Section 2 and it is determined that the Company cannot issue Non-Voting Common Stock, the Company shall use its reasonable efforts to deliver to such Holder securities, cash or other property to provide such Holder with the terms economic equivalent of an exercise of the Series 1-B Warrant for, and conditions hereofan immediate sale of, the Non-Voting Common Stock. In order to exercise this Warrant, in whole or in part part, the Holder shall (but not as to fractional sharesi) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant deliver to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by Designated Office a written notice of the Holder's election to exercise notice this Warrant (an "Exercise Notice"), --------------- which Exercise Notice shall be irrevocable and specify the number of shares of Non-Voting Common Stock to be purchased, together with this Warrant and (ii) pay to the Company the Warrant Price (the date on which both such delivery and payment shall have first taken place being hereinafter sometimes referred to as the "Exercise Date"). Such Exercise Notice shall be in the form attached as Exhibit A to of the subscription form appearing at the end of this Warrant (or a reasonable facsimile thereof) as Annex A, duly executed ------- by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3Holder or its duly authorized agent or attorney. (b) Except Upon receipt by the Company of such Exercise Notice, Warrant and payment, the Company shall, as provided for promptly as practicable, and in Section 3.1(cany event within five (5) belowBusiness Days thereafter, each exercise of this Warrant must execute (or cause to be accompanied by payment in full of executed) and deliver (or cause to be delivered) to the Holder a certificate or certificates representing the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder full shares of Non-Voting Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as the exercising Holder shall reasonably request in the Exercise Notice and shall be registered in the name of the Holder or, subject to Section 9 below, such other name as shall be designated in the Exercise 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 Exercise Date. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion Payment of the Holder, Warrant Price shall be paid in full or in part on a “cashless basis” made at the election option of the Holder: Holder by one or more of the following methods: (i) by delivery of a certified or official bank check in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) amount of such Common Stock on Warrant Price payable to the date order of exercise); the Company, (ii) in by instructing the form Company to withhold a number of shares of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received Stock then issuable upon exercise of this Warrant having with an aggregate Fair Market Value on the date of exercise equal to such Warrant Price (the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or "Share Withholding Option"), or (iii) by a combination surrendering to ------------------------ the Company shares of Non-Voting Common Stock previously acquired by the foregoing, provided that Holder with an aggregate Fair Value equal to such Warrant Price. In the combined value of all cash and the Fair Market Value event of any withholding of Warrant Stock or surrender of Non-Voting Common Stock pursuant to clause (ii) or (iii) above where the number of shares whose Fair Value is equal to the Warrant Price is not a whole number, the number of shares withheld by or surrendered to the Company is at least equal shall be rounded up to the aggregate Exercise Price for nearest whole share and the number Company shall make a cash payment to the Holder based on the incremental fraction of a share being so withheld by or surrendered to the Company in an amount determined in accordance with Section 2.3 hereof. Notwithstanding any provision herein to the contrary, the Company shall not be required to register shares of Non-Voting Common Stock in the name of any Person who acquired this Warrant (or part hereof) or any shares of Warrant Shares Stock otherwise than in accordance with this Warrant. (d) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing the shares of Non-Voting Common Stock being purchased issued, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Non-Voting Common Stock called for by this Warrant. Such new Warrant shall in all other respects be identical to this Warrant. (e) All Warrants delivered for exercise shall be canceled by the HolderCompany.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Dateholder hereof, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any vested portion of this the Warrant, into shares of Common Stock, during the Company’s normal business hours on any day other than a Saturday Business Day on or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law prior to be closed (a “Business Day”)the Expiration Date with respect to such vested portion of the Warrant, by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a12.2(a) hereof, accompanied by a written an exercise notice in substantially the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holderholder, together with and the payment of the aggregate Exercise Price for the holder shall thereupon be entitled to receive a number of Warrant Shares purchased upon exercise duly authorized, validly issued, fully paid and nonassessable shares of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3.Common Stock (or Other Securities) equal to: (ba) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holderan amount equal to: (i) in an amount equal to (x) the form number of shares of Common Stock owned by (or Other Securities) determined as provided in Sections 4 and 5 hereof which the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise holder would be entitled to be received receive upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of shares of Common Stock designated in the exercise notice MULTIPLIED BY (y) the Current Market Price of each share of Common Stock (or Other Securities) so receivable upon exercise MINUS * Represents confidential information for which Ariba, Incorporated is seeking confidential treatment with the Securities and Exchange Commission. (ii) an amount equal to (x) the number of shares of Common Stock (without giving effect to any adjustment thereof) designated in the exercise notice MULTIPLIED BY (y) the Initial Warrant Shares being purchased by Price DIVIDED BY (b) the HolderCurrent Market Price of each share of Common Stock (or Other Securities); PROVIDED, HOWEVER, that the holder may not exercise this Warrant for shares of Common Stock (or Other Securities) until [*].

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Base Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or. (iiid) by For purposes of this Warrant, the term “Fair Market Value” means with respect to a combination particular date, the average closing price of the foregoingCommon Stock for the ten (10) trading days immediately preceding the applicable exercise herein as officially reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading, provided that or, if the combined value Common Stock is not listed or admitted to trading on any securities exchange as determined in good faith by resolution of all cash and the Board of Directors of the Company, based on the best information available to it. For purposes of illustration of a cashless exercise of this Warrant under Section 3.1(c), the calculation of such exercise shall be as follows: X = Y (A-B)/A where: X = the number of Warrant Shares to be issued to the Holder (rounded to the nearest whole share). Y = the number of Warrant Shares with respect to which this Warrant is being exercised. A = the Fair Market Value of any shares surrendered to the Company is at least equal to Common Stock. B = the aggregate Exercise Price for the number of Warrant Shares being purchased by the HolderPrice.

Manner of Exercise. (a) This Warrant The Option may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereofexercised, in whole or ------------------------------- in part (but part, by delivering written notice to the Administrator in such form as the Administrator may require from time to time; provided, however, that the Option may not be exercised at any one time as to fractional sharesfewer than one hundred (100) with respect shares (or such number of shares as to any portion which the Option is then exercisable if such number of this Warrant, during shares then exercisable is less than one hundred (100)). Such notice shall specify the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender number of this Warrant shares of stock subject to the Company at its office maintained pursuant Option as to Section 10.2(a) hereofwhich the Option is being exercised, and shall be accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the full payment of the aggregate Exercise Price for such shares. Payment of the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, Exercise Price shall be made (a) in cash (or cash equivalents acceptable to the Company shall cancel this Warrant document and shall, Administrator in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. Administrator's discretion); (b) Except as provided for in Section 3.1(c) belowthe Administrator's discretion at the time of exercise, each exercise by tender to the Corporation of this Warrant must be accompanied by payment in full shares of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock Corporation's common stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant Grantee, having an aggregate a Fair Market Value on the date of exercise equal to tender not less than the aggregate Exercise Price of the Warrant Shares being purchased Price, which either have been owned by the HolderGrantee at least six (6) months or were not acquired, directly or indirectly, from the Corporation; or (iiic) in the Administrator's discretion at the time of exercise, by the Grantee's full recourse promissory note in a form approved by the Administrator; (d) by a broker-assisted cashless exercise in accordance with Regulation T of the Board of Governors of the Federal Reserve System and the provisions of the next paragraph; or (e) by any combination of the foregoing. In the Administrator's sole and absolute discretion, provided that the combined value Administrator may authorize payment of all cash the Exercise Price to be made, in whole or in part, by such other means as the Administrator may prescribe. The Option may be exercised only in multiples of whole shares and no fractional shares shall be issued. If the Fair Market Value Stock is registered under Section 12(b) of any shares surrendered the Securities Exchange Act of 1934, as amended, payment of the exercise price may be made, in whole or in part, subject to such limitations as the Administrator may determine, by delivery of a properly executed exercise notice, together with irrevocable instructions: (i) to a brokerage firm approved by the Administrator to deliver promptly to the Company is at least equal Corporation the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) to the aggregate Exercise Price Corporation to deliver the certificates for the number of Warrant Shares being such purchased by the Holdershares directly to such brokerage firm.

Manner of Exercise. (a) This Warrant The Holder may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereofexercise this Warrant, in whole or in part (part, immediately, but not as to fractional shares) with respect to any portion of this Warrantafter the Expiration Date, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized Trading Day by law to be closed (a “Business Day”), by surrender of surrendering this Warrant to the Company at its the principal office maintained pursuant to Section 10.2(a) hereofof the Company, accompanied by a written exercise notice Warrant Exercise Form in substantially the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) annexed hereto duly executed by the Holder, together with the Buyer and by payment of the aggregate Warrant Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel for which this Warrant document and shallis then exercisable, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: either (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); immediately available funds, (ii) in the form by delivery of Warrant Shares withheld an instrument evidencing indebtedness owing by the Company from to the Warrant Shares Holder in the appropriate amount, (iii) by authorizing the Company to retain ADSs which would otherwise to be received issuable upon exercise of this Warrant having an aggregate Fair Market Value on the date (subject to and in accordance with Section 2.4 hereof) or (iv) in a combination of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (i), (ii) or (iii) by above, provided, however, that in no event shall the Holder be entitled to exercise this Warrant for a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of ADSs or Ordinary Shares beneficially owned by the HolderHolder to exceed 9.9% of the outstanding ADSs or Ordinary Shares following such exercise. For purposes of the foregoing proviso, the aggregate number of ADSs or Ordinary Shares beneficially owned by the Holder shall include the number of ADSs or Ordinary Shares issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude ADSs or Ordinary Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. The Holder may waive the foregoing limitation by written notice to the Company upon not less than 61 days prior written notice (with such waiver taking effect only upon the expiration of such 61 day notice period).

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions holder hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrantpart, during the Company’s normal business hours on any day other than a Saturday Business Day on or a Sunday or a day on which commercial banking institutions in New Yorkafter the date hereof to and including November 18, New York are authorized by law to be closed (a “Business Day”)2003, by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereofWarrant, accompanied by a written exercise notice in with the form attached as Exhibit A to this Warrant of subscription at the end hereof (or a reasonable facsimile thereof) duly executed by such holder, to the HolderCompany at its principal office (or, together if such exercise shall be in connection with an underwritten public offering of shares of Common Stock (or Other Securities) subject to this Warrant, at the payment location at which the underwriters shall have agreed to accept delivery thereof), accompanied by payment, in cash or by certified or official bank check payable to the order of the aggregate Exercise Price for Company, in the amount obtained by multiplying (a) the number of Warrant Shares purchased upon exercise shares of this Warrant. Upon surrender Original Common Stock (without giving effect to any adjustment therein) designated in such form of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. subscription by (b) Except as provided for in Section 3.1(c) below$5.10. The number of duly authorized, each exercise validly issued, fully paid and nonassessable shares of Common Stock which the holder of this Warrant must shall be accompanied entitled to receive upon each exercise hereof shall be determined by payment in full multiplying the number of shares of Common Stock which would otherwise (but for the aggregate provisions of section 2) be issuable upon such exercise, as designated by the holder hereof pursuant to this section 1A, by a fraction of which (a) the numerator is $5.10 and (b) the denominator is the Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock effect on the date of such exercise); (ii) . The "EXERCISE PRICE" shall initially be $5.10 per share, shall be adjusted and readjusted from time to time as provided in the form of Warrant Shares withheld section 2 and, as so adjusted and readjusted, shall remain in effect until a further adjustment or readjustment thereof is required by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holdersection 2.

Manner of Exercise. (a) This Warrant The Holder may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereofexercise this Warrant, in whole or in part (part, immediately, but not as to fractional shares) with respect to any portion of this Warrantafter the Expiration Date, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized Trading Day by law to be closed (a “Business Day”), by surrender of surrendering this Warrant to the Company at its the principal office maintained pursuant to Section 10.2(a) hereofof the Company, accompanied by a written exercise notice Warrant Exercise Form in substantially the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) annexed hereto duly executed by the Holder, together with the Buyer and by payment of the aggregate Warrant Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number shares of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of which this Warrant Shares being purchased may alsois then exercisable, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: either (i) in immediately available funds, (ii) by delivery of an instrument evidencing indebtedness owing by the form Company to the Holder in the appropriate amount, (iii) by authorizing the Company to retain shares of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares which would otherwise to be received issuable upon exercise of this Warrant having an aggregate Fair Market Value on the date in accordance with Section 2.4 hereof or (iv) in a combination of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (i), (ii) or (iii) by above, provided, however, that in no event shall the Holder be entitled to exercise this Warrant for a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the HolderHolder to exceed 9.9% of the outstanding shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. The Holder may waive the foregoing limitation by written notice to the Company upon not less than 61 days prior written notice (with such waiver taking effect only upon the expiration of such 61 day notice period).

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Datehereof, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, into shares of Common Stock (the “Warrant Shares”), during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”)) on or prior to the Expiration Date with respect to such portion of this Warrant, by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a12.2(a) hereof, accompanied by a written an exercise notice (the “Exercise Notice”) in substantially the form attached to this Warrant as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for Warrant Price. Anything to the contrary notwithstanding, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and the Holder’s affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of the Warrant Shares purchased or the unexercised or unconverted portion of any other of the Company’s securities subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the exercise of this Warrant. Upon surrender the portion of this WarrantWarrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Company Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock (the “Ownership Limitation”). Beneficial ownership shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document be determined in accordance with Section 3.3. (b13(d) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for Securities Exchange Act of 1934 (the number of Warrant Shares being purchased “Exchange Act”), and Regulations 13D - G thereunder; provided, further, that the limitations on exercise may be waived by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may alsoupon, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal , not less than 61 days’ prior notice to the aggregate Exercise Price Company, and the provisions of the Warrant Shares being purchased exercise limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder; or (iii) by a combination , as may be specified in such notice of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holderwaiver).

Manner of Exercise. (a) This Subject to Subsection (b) of this Section 1.1, this Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions holder hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrantpart, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to subdivision (a) of Section 10.2(a) hereof6.2, accompanied by a written exercise notice subscription in substantially the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by such holder and accompanied by payment, in cash or by certified or official bank check payable to the Holder, together with the payment order of the aggregate Exercise Price for Company in the amount obtained by multiplying (i) the number of shares of Common Stock (without giving effect to any adjustment thereof) designated in such subscription by (ii) the Warrant Shares purchased upon exercise Price, and such holder shall thereupon be entitled to receive the number of this Warrant. Upon surrender duly authorized, validly issued, fully paid and nonassessable shares of this Warrant, the Company shall cancel this Warrant document and shall, Common Stock (or Other Securities) determined as provided in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3Articles II through IV. (b) Except as provided for in In lieu of delivering the number of shares of Common Stock calculated under subsection (a) of this Section 3.1(c) below1.1, each exercise The Company may, at its election, and shall if requested by the holder of this Warrant, issue to the holder of this Warrant must be accompanied by payment in full upon exercise a number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock equal to the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for following, rounded to the nearest whole share: the quotient of (i) the product of (x) the number of Warrant Shares being purchased shares of Common Stock to be delivered under such subsection (a) multiplied by the Holder Market Price of the Common Stock on the date of exercise minus (y) the amount the holder is required to pay to the Company under such subsection (a) upon such exercise. , divided by (cii) The aggregate Exercise the Market Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by . If the Company from delivers shares of Common Stock under this subsection (b), then the Warrant Shares otherwise holder shall not be required to be received upon make any payment in connection with the exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the HolderWarrant.

Manner of Exercise. (a) This Warrant may only is exercisable at the Warrant ------------------ Price, subject to adjustment as provided in section 5 hereof. Exercise of this --------- Warrant shall be exercised effectuated solely by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant with the annexed Notice of Exercise duly executed by each Holder thereof, together with payment of the Warrant Price for the Warrant Shares purchased (and any applicable transfer taxes) at the Company's principal executive offices (as indicated on the annexed Notice of Exercise). Payment shall be made by cash, by cashiers check payable to the order of the Company, or by other immediately available funds, all in U.S. dollars, provided, however, the Holder may, in lieu of cash payment, pay for the Warrant Shares with Shares of Common Stock or any preferred stock of the Company owned by the Holder duly endorsed for transfer to the Company at its office maintained pursuant and/or the surrender or relinquishment of options, warrants or other rights to Section 10.2(a) hereof, accompanied by a written exercise notice in acquire the form attached as Exhibit A to this Warrant (Common Stock or a reasonable facsimile thereof) duly executed any preferred stock of the Company of the held by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as such term is defined below) of such Common Stock on the date of exercise); (ii) in the form delivery of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise such securities equal to the aggregate Exercise Warrant Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered with respect to the Company which this Warrant or portion is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holderthereby exercised.

Manner of Exercise. (a) This Warrant A. Nonemployee Director or other proper party may exercise the Option only be exercised by delivering within the Holder hereof on or after term of the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant Option written notice to the Company at its principal office maintained pursuant to Section 10.2(a) hereofin Minneapolis, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the HolderMinnesota, together with the payment of the aggregate Exercise Price for stating the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrantshares as to which the Option is being exercised and, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except except as provided for in Section 3.1(cSections 4B(2), 4B(3) belowand 4B(4), each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price Option price for all shares designated in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercisenotice. (c) B. The aggregate Exercise Price for Nonemployee Director may, at Nonemployee Director’s election, pay the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the HolderOption price as follows: (i1) in by cash or check (bank check, certified check, or personal check); (2) by delivering to the form Company for cancellation, shares of Common Stock owned by of the Holder Company which have a fair market value equal to the Option price; (based on 3) if the Fair Market Value (Nonemployee Director is still serving as defined below) a director of such Common Stock the Company on the date of exercise); (ii) , by a reduction in the form number of Warrant Shares withheld by the Company from the Warrant Shares otherwise shares of Common Stock to be received delivered upon exercise exercise, which number of this Warrant having shares to be withheld shall have an aggregate Fair Market Value fair market value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holderexercise price; or (iii4) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered delivering to the Company is at least equal a properly executed exercise notice, together with irrevocable instructions to a broker to promptly deliver to the aggregate Exercise Price Company from sale or loan proceeds the amount required to pay the exercise price. For purposes of Sections 4B(2) and 4B(3), the fair market value per share of the Company’s Common Stock shall be the closing price of the Common Stock on the day immediately preceding the date of exercise on the Exchange. If there is not a quotation available for such day, then the number closing price on the next preceding day for which such a quotation exists shall be determinative of Warrant Shares being purchased by fair market value. If the HolderCommon Stock is not then traded on the Exchange, then the fair market value shall be determined in such manner as the Company shall deem reasonable.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New YorkVancouver, New York British Columbia are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a11.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by certified check, official bank check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The Subject to any limitation pursuant to applicable Canadian exchange rules or policies, the aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock Shares owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock Shares on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. (a) This Warrant The Holder may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereofexercise this Warrant, in whole or in part (part, immediately, but not as to fractional shares) with respect to any portion of this Warrantafter the Expiration Date, during the Company’s normal business hours on any business day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of surrendering this Warrant to the Company at its the principal office maintained pursuant to Section 10.2(a) hereofof the Company, accompanied by a written exercise notice Warrant Exercise Form in substantially the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) annexed hereto duly executed by the Holder, together with the Holder and by payment of the aggregate Warrant Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number shares of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of which this Warrant Shares being purchased may alsois then exercisable, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: either (i) in immediately available funds, (ii) the form Company to the Holder in the appropriate amount, (iii) by authorizing the Company to retain shares of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares which would otherwise to be received issuable upon exercise of this Warrant having an aggregate Fair Market Value a fair market value (defined as the average of the last reported Closing Sale Price of the Common Stock for the thirty (30) days immediately preceding the date of the Warrant Exercise notice) on the date of exercise delivery equal to the aggregate Warrant Exercise Price Price, or (iv) in a combination of the Warrant Shares being purchased by the Holder; or (i), (ii) or (iii) by above, provided, however, that in no event shall the Holder be entitled to exercise this Warrant for a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the HolderHolder and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder and its affiliates subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Holder may waive the foregoing limitation by written notice to the Company upon not less than 61 days prior written notice (with such waiver taking effect only upon the expiration of such 61 day notice period).

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions holder hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrantpart, during the Company’s normal business hours on any day other than a Saturday Business Day on or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law after the date of this Warrant to be closed (a “Business Day”)and including the Expiration Date, by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereofWarrant, accompanied by a written exercise notice in with the form attached as Exhibit A to this Warrant of subscription at the end hereof (or a reasonable facsimile thereof) duly executed by such holder, to the HolderCompany at its principal office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, together with the payment ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President and Corporate Counsel, or such other office or agency of the aggregate Company as the Company may designate by notice in writing to the holder hereof at the address of such holder appearing on the books of the Company (or, if such exercise shall be in connection with an underwritten public offering of shares of Common Stock issuable upon the conversion of the Preferred Stock (or Other Securities) subject to this Warrant, at the location at which the underwriters shall have agreed to accept delivery thereof), accompanied by payment in the amount (the “Exercise Price for Payment Amount”) obtained by multiplying (a) the number of shares of Original Preferred Stock (without giving effect to any adjustment therein) designated in such form of subscription by (b) $10,000. If this Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrantis exercised before April 1, 2016, the Company shall cancel Exercise Payment Amount may be paid solely by the exchange of an amount of the principal of the Amended 2010 Term Note then outstanding equal to the Exercise Payment Amount. If this Warrant document and shallis exercised on or after April 1, 2016, the Exercise Payment Amount may be paid, at the option of the holder, (i) in cash, by certified or official bank check payable to the event order of partial exercisethe Company or by wire transfer of funds to the Company, replace it with a new Warrant document (ii) by the exchange of an amount of the principal of the Amended 2010 Term Note then outstanding equal to the Exercise Payment Amount, or (iii) in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.1F.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s 's normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “"Business Day”"), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “"cashless basis” " at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. The Exercise Price may be paid in a “cashless” or “cash” exercise or a combination thereof pursuant to Section 3.1(b) and Section 3.1(c) below; provided, however, that, if at any time during the term of this Warrant there is no effective registration statement registering the Warrant Shares under the Securities Act, or no current prospectus available for, the issuance or resale of the Warrant Shares by the Holder, then this Warrant may only be exercised at such time if the Holder is able to establish to the Company’s reasonable satisfaction that the exercise complies with an exemption from the registration provisions of Section 5 of the Securities Act. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. This Option shall be exercised by delivering to the Company (or its authorized agent), during the period in which such Option is exercisable, (i) a written notice of your intent to purchase a specific number of Shares pursuant to this Option (a "Notice of Exercise"), and (ii) full payment of the Option Price for such specific number of Shares. Payment may be made by any one or more of the following means: (a) This Warrant may only be exercised by the Holder hereof on cash or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3.personal check; or (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased if approved and permitted by the Holder upon such exercise. (c) The aggregate Exercise Price for Committee, through the number delivery of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on having a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date day of exercise equal to such Option Price (the aggregate Exercise Price 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 of the Warrant exercise date), which Shares being either (i) have been owned by you for at least six months ("Mature Shares") or (ii) were purchased by you on the Holderopen market. Certificates for Shares shall be properly endorsed with signatures guaranteed (unless such signature guarantee is waived by an officer of the Company), and shall represent Shares which are fully paid, non-assessable, and free and clear from all liens and encumbrances; or (iiic) if approved and permitted by a combination the Committee, through the sale of the foregoing, provided that the combined value Shares acquired on exercise of all cash and the Fair Market Value of any shares surrendered this Option through a broker to whom you have submitted irrevocable instructions to deliver promptly to the Company is at least equal the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if required by the Company, the amount of federal, state, local or foreign withholding taxes payable by reason of such exercise. A copy of such delivery instructions must also be delivered to the aggregate Company by the Grantee with the Notice of Exercise. The exercise of the Option shall become effective at the time such a Notice of Exercise Price for has been received by the Company, which must be before the tenth anniversary of the Grant Date (the "Expiration Date"). The exercise of this Option as to a number of Warrant Shares being purchased will result in the cancellation of an equal number of LSARs. You will not have any rights as a stockholder of the Company with respect to the Shares deliverable upon exercise of this Option until a certificate for such Shares is delivered to you. If the Option is exercised as permitted herein by any person or persons other than Grantee, such Notice of Exercise shall be accompanied by such documentation as the HolderCompany may reasonably require, including without limitation, evidence of the authority of such person or persons to exercise the Option and evidence satisfactory to the Company that any death taxes payable with respect to such Shares have been paid or provided for.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions holder hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrantpart, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized Business Day by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, with the form of subscription at the end hereof or a reasonable facsimile thereto duly executed by such holder, to the Company shall cancel this Warrant document and shallat the office or agency maintained by the Company pursuant to Section 12, (a) accompanied by payment, in cash or by certified or official bank check payable to the order of the Company, in the event amount (the "Exercise Price") obtained by multiplying (i) the number of partial exerciseshares of Common Stock (without giving effect to any adjustment therein) designated in such form of subscription (or such reasonable facsimile) by (ii) $16.75, replace it with a new Warrant document and such holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock (or Other Securities) determined as provided in accordance with Section 3.3.2; or (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of a notice to exercise its Cashless Exercise Right (as defined herein). The holder hereof shall have the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for right to require the Company to reduce the number of Warrant Shares being purchased shares of Common Stock to be received by such holder in lieu of paying the Holder upon Exercise Price (the "Cashless Exercise Right"). If the Cashless Exercise Right is exercised, the holder shall not be obligated to pay the Exercise Price and the Company shall deliver to such exercise.holder (without payment by such holder of any of the Exercise Price) the number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock (or Other Securities) determined by Section 2 reduced by that number of shares of Common Stock (or Other Securities) equal to the quotient obtained by dividing (i) the Exercise Price by (ii) the Market Price of one share of Common Stock (or Other Securities) on the Business Day next preceding the date of exercise of the Cashless Exercise Right; or (c) accompanied by a notice to exercise its In-Kind Exercise Right (as defined herein). The aggregate holder shall have the right to pay the Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form with shares of Common Stock owned by (the Holder "In-Kind Exercise Right") that either accompany the notice or are acquired concurrently therewith pursuant to paragraph (based on a), (b) or this paragraph (c). For purposes of this paragraph, any share of Common Stock used to pay the Fair Exercise Price shall be deemed to have a value equal to the Market Value (as defined below) Price of such one share of Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on Business Day next preceding the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate In-Kind Exercise Price for the number of Warrant Shares being purchased by the HolderRight.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as ------------------ on or before the Termination Date only by the holder of this Warrant surrendering to fractional shares) with respect to any portion of the Company, at its principal office, this Warrant, during together with the Company’s normal business hours on any day other than a Saturday exercise form attached to this Warrant duly executed by the holder and payment to the Company in the amount obtained by multiplying the Purchase Price by the number of shares of Stock designated in the exercise form. Payment may be made at the option of the Warrantholder, either (A) by cash or a Sunday (B) by bank wire transfer or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), C) by surrender of this Warrant to with instructions that the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached retain as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Purchase Price for the number of Warrant Shares purchased upon exercise determined as set forth in clause (ii) of this Warrantthe following paragraph (a "Cashless Exercise"). Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in In the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. Cashless Exercise: (bi) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for holder shall receive the number of Warrant Shares being purchased determined by multiplying the Holder upon such exercise. (c) The aggregate Exercise Price for the total number of Warrant Shares being purchased may alsofor which the Cashless Exercise is made by a fraction, in the sole discretion numerator of which shall be the Holder, be paid in full or in part on a “cashless basis” at difference between the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Current Market Value Price (as defined below) per Share and the Purchase Price, and the denominator of which shall be the Current Market Price (determined as provided in this Section 4(a)) and (ii) the remaining Shares for which Cashless Exercise has been made shall be deemed to have been paid to the Company as the Purchase Price. For purposes of the above calculation, the Current Market Price of one share of Stock means: (i) the average of the reported closing prices of a share of Stock quoted on the Nasdaq National Market or on any exchange on which the shares of Stock are listed, whichever is applicable, for the five trading days immediately prior to the exercise date of this Warrant, (ii) if no such Common closing price is available, the average of the closing bid and asked prices of a share of Stock as quoted in the Over-the-Counter Market Summary for the five trading days immediately prior to the exercise date of this Warrant, or (iii) if the shares of Stock are not listed on the Nasdaq National Market or on any exchange as quoted in the Over-the-Counter Market, the fair market value per share of Stock as of the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased as determined by the Holder; or (iii) by a combination Company's Board of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the HolderDirectors in good faith.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Dateholder hereof, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any vested portion of this the Warrant, into shares of Common Stock, during the Company’s normal business hours on any day other than a Saturday Business Day on or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law prior to be closed (a “Business Day”)the Expiration Date with respect to such vested portion of the Warrant, by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a12.2(a) hereof, accompanied by a written an exercise notice in substantially the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holderholder, together with and the payment of the aggregate Exercise Price for the holder shall thereupon be entitled to receive a number of Warrant Shares purchased upon exercise duly authorized, validly issued, fully paid and nonassessable shares of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3.Common Stock (or Other Securities) equal to: (ba) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holderan amount equal to: (i) in an amount equal to (x) the form number of shares of Common Stock owned by (or Other Securities) determined as provided in Sections 4 and 5 hereof which the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise holder would be entitled to be received receive upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of shares of Common Stock designated in the exercise notice MULTIPLIED BY (y) the Current Market Price of each share of Common Stock (or Other Securities) so receivable upon exercise MINUS * Represents confidential information for which Ariba, Incorporated is seeking confidential treatment with the Securities and Exchange Commission. (ii) an amount equal to (x) the number of shares of Common Stock (without giving effect to any adjustment thereof) designated in the exercise notice MULTIPLIED BY (y) the Initial Warrant Shares being purchased by Price DIVIDED BY (b) the Holder.Current Market Price of each share of Common Stock (or Other Securities); PROVIDED, HOWEVER, that the holder may not exercise this Warrant for shares of Common Stock (or Other Securities) until [*]

Manner of Exercise. The Option may be exercised only by delivering to the Company all of the following and shall be considered exercised (as to the number of shares specified in the notice referred to in clause (a) This Warrant below)) on the later of (i) the first business day on which the Company has received all of the following deliveries and (ii) the date of exercise designated in the written notice referred to in clause (a) below (or if such date is not a business day, the first business day thereafter): (a) written notice, in such form as the Company Board may only reasonably require, stating that Grantee is exercising the Option and setting forth the date of such exercise, the number of Option Shares to be exercised purchased, the aggregate Option Price to be paid for such Option Shares in accordance with this Agreement and the manner in which such payment is being made ("OPTION EXERCISE NOTICE"); (b) payment of the Option Price for each Option Share to be purchased upon such exercise, in cash or in such other form or combination of forms of payment contemplated by paragraph 10, together with payment of, or other provision acceptable to the Company Board for, any and all withholding taxes required to be withheld by the Holder hereof on or after the Exercise Date and on or prior to the Expiration DateCompany upon such exercise, in accordance with paragraph 4; (c) any other documentation that the terms and conditions hereofCompany Board may reasonably require (including, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrantwithout limitation, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant proof satisfactory to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in Board that the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price Option is then exercisable for the number of Warrant Option Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, set forth in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3.such notice); and (bd) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered evidence satisfactory to the Company Board that Grantee is at least equal validly and simultaneously exercising the same proportion of the stock option granted to him by TCI Wireline, Inc. pursuant to that certain option agreement, dated as of the aggregate Exercise Price for date hereof, among TCI Wireline, Inc., Grantee and TCI, as the number of Warrant Shares being purchased by the Holdersame may hereafter be amended, modified or supplemented from time to time.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; oror 1 Insert date which is one year from the effective date of the registration statement (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. The Option or any exercisable portion thereof may be exercised solely by delivering to the Office of the Secretary of PRIMEDIA all of the following prior to the close of business on the Expiration Date: (a) This Warrant may only be exercised notice in writing, signed by the Holder hereof on or after Exercising Party, stating the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) number of Option Shares with respect to any which the Option is being exercised; (b) full payment of the exercise price for the Option Shares with respect to which such Option or portion thereof is exercised, at a rate of this Warrant$12.3125 per Option Share, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized may be made (i) by law to be closed (a “Business Day”), by surrender of this Warrant delivery to the Company at its office maintained pursuant to Section 10.2(a) hereofof cash, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (wire transfer of immediately available funds, or a reasonable facsimile thereof) duly executed by check payable to the Holder, together with the payment order of the aggregate Exercise Price for Company in an amount equal to the number exercise price of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, such Option Shares; (ii) by delivering to the Company shall cancel this Warrant document and shallshares of Stock (which, in the event of partial exercisethey were acquired in a Compensatory Transaction, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased shall have been held by the Holder upon such exercise. (c) The aggregate Exercise Price Optionee for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on least six months before the date of such exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise presentation equal to the aggregate Exercise Price exercise price of the Warrant Shares being purchased by the Holder; or such Option Shares: (iii) by a combination through reasonable procedures that afford the Optionee the opportunity to sell immediately some or all of the foregoingOption Shares underlying the exercised portion of this Option, provided that including without limitation, through a "brokered exercise" by delivery or irrevocable instructions to a broker to sell a portion of Option Shares deliverable upon the combined value exercise of all cash and the Fair Market Value of any shares surrendered Option sufficient to the Company is result in net proceeds at least equal to the aggregate Exercise Price for exercise price of the number portion of Warrant Shares being purchased the Option so exercised and to deliver promptly to the Company an amount equal to such aggregate exercise price or (iv) by any combination of (i),(ii) or (iii). (c) In the Holderevent that the Exercising Party is not the Optionee, appropriate proof, in the sole judgment of PRIMEDIA, of the right of such person to exercise the Option.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion Each exercise of this Warrant, during the Company’s normal business hours on any day other than Option shall be by means of a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender written notice of this Warrant exercise delivered to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice the Option Holder or his or her Representative (as such term is defined in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by Plan). Such notice shall identify the HolderOptions being exercised. When applicable, together with the payment of the aggregate Exercise Price for notice shall also specify the number of Warrant Shares purchased upon shares of Common Stock that the Option Holder plans to deliver in payment of all or part of the exercise of this Warrantprice. Upon surrender of this WarrantBefore shares will be issued, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full purchase price of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for shares subject to the number of Warrant Shares Options being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, exercised shall be paid in full to the Company using the following methods, individually Employee Option/SAR Award - INSTALLMENT VESTING February 2013 or in part on a “cashless basis” at the election of the Holder: combination: (i) by check payable to the order of the Company in an amount equal to the purchase price, (ii) by Constructive or Actual Delivery (as defined in the form Plan) of shares of Common Stock owned by with a fair market value as of the Holder (based on the Fair Market Value (as defined below) close of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value business on the date of exercise equal to or greater than the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or purchase price, (iii) by a combination electronic transfer of funds to an account of the foregoingCompany, provided that or (iv) by other means acceptable to the combined value Committee. This Option may not be exercised for a fraction of a share and no partial exercise of this Option may be for less than fifty (50) shares unless the total number of shares covered by this Option is less than 50 on the date of exercise or unless this Option is scheduled to expire within six months of the date of exercise. (b) Each exercise of the SAR shall be by means of a written notice of exercise delivered to the Company, specifying whether the Option Holder is surrendering all or a portion of the Option and, if only a portion of the Option is being surrendered, how many shares are included in such portion (to the extent determinable by the Option Holder). Upon satisfaction of the Option Holder’s obligation to pay the Company the amount of all cash and the Fair Market Value of any shares surrendered to taxes that the Company is at least equal required to withhold in connection with such exercise as specified in Section 3(e) below, the Company shall issue to the aggregate Exercise Price for the Option Holder a number of Warrant Shares being purchased shares of the Company’s common stock computed in accordance with Section 1(b) and the Option and the SAR (or the surrendered portions thereof) shall be deemed extinguished. The SAR may only be settled in shares of the Company’s common stock and not by payment of cash to the Option Holder. Any fractional share that would otherwise result from an exercise of the SAR shall be rounded down to the nearest whole share. (c) The date of exercise shall be: (i) in the case of a broker-assisted cashless exercise, the earlier of (A) the trade date of the related sale of stock or (B) the date that the Company receives the purchase price; (ii) in the case of a SAR, or an Option exercise in which the Option Holder elects to pay some or all of the exercise price and/or any related withholding taxes by Constructive or Actual Delivery of shares of Common Stock (or, in the case of such taxes, by directing the Company to withhold shares that would otherwise be issued upon exercise of such Option), the date that the Company receives written notice of such exercise; or (iii) in all other cases, the date that the Company receives the purchase price. (d) This Option and SAR may be exercised only by the Option Holder or his or her Representative, and not otherwise, regardless of any community property interest therein of the spouse of the Option Holder, or such spouse's successors in interest. If the spouse of the Option Holder shall have acquired a community property interest in this Option and the SAR, the Option Holder, or the Option Holder's Representative, may exercise the Option and the SAR on behalf of the spouse of the Option Holder or such spouse's successors in interest. Employee Option/SAR Award - INSTALLMENT VESTING February 2013 (e) Upon the exercise of this Option or the SAR, the Company shall require the Option Holder or the Option Holder's Representative to pay the Company the amount of any taxes which the Company may be required to withhold with respect to such exercise. Subject to the limitations set forth in the next three sentences, the Option Holder or his/her Representative may elect to satisfy all or any portion of such tax withholding obligations either by: (i) any of the methods described in Sections 3(a)(i) through 3(a)(iv) above, or (ii) directing the Company to withhold shares that would otherwise have been issued pursuant to the exercise of this Option or SAR. Neither the Option Holder nor his/her Representative shall have the right to utilize Constructive or Actual Delivery of shares of Common Stock or to have shares withheld, in either case, in excess of the minimum number required to satisfy applicable tax withholding requirements based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes. Shares used in either of the foregoing ways to satisfy tax withholding obligations will be valued at their fair market value on the date of exercise. In the case of an exercise of the SAR, the Company retains the right to require the Option Holder to pay any and all withholding taxes arising out of such exercise solely in cash. (f) In the event the Option (or any portion thereof) is exercised, then the SAR (or the corresponding portion) shall terminate. In the event that the SAR (or any portion thereof) is exercised, then the Option (or the corresponding portion) shall likewise terminate.

Manner of Exercise. Subject to adjustment pursuant to Section 4, (a) This the portion of the Warrant to purchase 31,859 shares of Common Stock at an exercise price of $12.31 per share and (b) the portion of the Warrant to purchase 37,381 shares of Common Stock at an exercise price of $5.06 per share, are fully vested and immediately exercisable. Holder may only be exercise this Warrant on any Business Day, for all or any part of the number of vested shares of Common Stock purchasable hereunder through 5:00 p.m. Eastern Standard Time on the applicable Expiration Date of the portion of this Warrant being exercised by (the Holder hereof on or after the Exercise Date and on or prior "EXERCISE PERIOD"). In order to the Expiration Date, in accordance with the terms and conditions hereofexercise this Warrant, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrantpart, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant Holder shall deliver to the Company at its principal office maintained at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, New York, NY 10038 or at the office or agency designated by the Company pursuant to Section 10.2(a12, (i) hereof, accompanied by 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 Warrant Price and (iii) this Warrant; PROVIDED, that any notice of exercise given hereunder may be made contingent upon the happening of, and effective concurrently with the effectiveness of, any event, including, without limitation, the participation of any Holder in or closing of any public offering proposed to be effected by the Company or the closing of a sale pursuant to the exercise of any tag-along or other rights of participation by any Holder, if such contingency and such event are specified in such notice. Such notice shall be substantially in the form attached of the subscription form appearing at the end of this Warrant as Exhibit A EXHIBIT A, duly executed by Holder or its agent or attorney. 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 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, to the extent possible, in such denomination or denominations as such 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 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 or as of the date all events have occurred that the notice has specified the exercise of the Warrant is contingent upon, together with the cash or check or checks and this Warrant, is received by the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 prior to the issuance of such shares have been paid. 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 rights of 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 Holder, appropriate notation may be made on this Warrant and the same returned to Holder. Notwithstanding any provision herein to the contrary, the Company shall not be required to register shares in the name of any Person who acquired this Warrant (or a reasonable facsimile thereofpart hereof) duly executed by the Holder, together or any Warrant Stock otherwise than in accordance with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon Payment of the Warrant Price shall be made at the option of the Holder by certified or official bank check or by surrender of this Warrant, the Company shall cancel rights under this Warrant document and shall, in the event of partial exercise, replace it with to receive a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number shares of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on Stock having a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise fair market value equal to the aggregate Exercise Current Warrant Price of the such Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the HolderStock.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock Ordinary Shares owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock Ordinary Shares on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. This Option shall be exercised by delivering to the Company (or its authorized agent), during the period in which such Option is exercisable, (i) a written notice of your intent to purchase a specific number of Shares pursuant to this Option (a "Notice of Exercise"), and (ii) full payment of the Option Price for such specific number of Shares. Payment may be made by any one or more of the following means: (a) This Warrant may only be exercised by the Holder hereof on cash or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3.personal check; or (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased if approved and permitted by the Holder upon such exercise. (c) The aggregate Exercise Price for Committee, through the number delivery of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on having a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date day of exercise equal to such Option Price (the aggregate Exercise Price 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 of the Warrant Shares being exercise date), which shares either (i) have been owned by you for at least six months ("Mature Shares") or (ii) were purchased by you on the Holderopen market. Certificates for Shares shall be properly endorsed with signatures guaranteed (unless such signature guarantee is waived by an officer of the Company), and shall represent Shares which are fully paid, non-assessable, and free and clear from all liens and encumbrances; or (iiic) if approved and permitted by a combination the Committee, through the sale of the foregoing, provided that the combined value Shares acquired on exercise of all cash and the Fair Market Value of any shares surrendered this Option through a broker to whom you have submitted irrevocable instructions to deliver promptly to the Company is at least equal the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if required by the Company, the amount of federal, state, local or foreign withholding taxes payable by reason of such exercise. A copy of such delivery instructions must also be delivered to the aggregate Company by the Grantee with the Notice of Exercise. The exercise of the Option shall become effective at the time such a Notice of Exercise Price for has been received by the Company, which must be before the tenth anniversary of the Grant Date (the "Expiration Date"). The exercise of this Option as to a number of Warrant Shares being purchased will result in the cancellation of an equal number of LSARs. You will not have any rights as a stockholder of the Company with respect to the Shares deliverable upon exercise of this Option until a certificate for such Shares is delivered to you. If the Option is exercised as permitted herein by any person or persons other than Grantee, such Notice of Exercise shall be accompanied by such documentation as the HolderCompany may reasonably require, including without limitation, evidence of the authority of such person or persons to exercise the Option and evidence satisfactory to the Company that any death taxes payable with respect to such Shares have been paid or provided for.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. (a) This Warrant The Vested Portion of this Option may only be exercised by the Holder hereof on or after the Exercise Date and on or prior from time to the Expiration Date, in accordance with the terms and conditions hereoftime, in whole or in part part, by presentation of a Request to Exercise Form, in substantially the form attached hereto (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”"Form"), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereofprincipal office, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) which Form must be duly executed by the HolderOptionee and accompanied by payment, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shallsubject to any legal restrictions, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. form of: (a) cash; (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of check payable to the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. Company; (c) The aggregate the surrender of Option Shares equal to the value of the Exercise Price for the number of Warrant pursuant to a so-called "cashless exercise," which Option Shares being purchased may also, in the sole discretion of the Holder, so surrendered shall be paid in full or in part on a “cashless basis” valued at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal of the Option for any Vested Portion, less the Exercise Price; (d) a "same day sale" or "margin" commitment from the Optionee and a NASD Dealer or other acceptable intermediary whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the Exercise Price and whereby the NASD Dealer or other acceptable intermediary irrevocably commits to forward the Exercise Price directly to the aggregate Exercise Price of the Warrant Shares being purchased by the HolderCompany; or or (iiie) by a any combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to in the aggregate amount of the Exercise Price for Price, multiplied by the number of Warrant Shares being purchased shares of Common Stock the Optionee is purchasing at such time, subject to reduction for withholding for tax obligations as provided in Section 14. Upon receipt and acceptance by the HolderCompany of such Form, accompanied by any payment method specified above, the Optionee shall be deemed to be the record owner of the Common Stock purchased, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing the Common Stock purchased under this Option may not then be actually delivered to the Optionee.

Manner of Exercise. (a) This Warrant An exercisable Option, or any exercisable portion thereof, may only be exercised solely by delivery to the Holder hereof on or after Company of all of the Exercise Date and on or following prior to the Expiration Datetime when such Option or such portion becomes unexercisable under the Plan or the Award Agreement: 5.2.1 A written notice signed by the Participant or other person then entitled to exercise such Option or portion thereof, stating that such Option or portion is being exercised, provided such notice complies with all applicable rules established by the Committee from time to time. 5.2.2 Such representations and documents as the Committee, in accordance its absolute discretion, deems necessary or advisable to effect compliance with all applicable provisions of the terms Securities Act of 1933, as amended, and conditions hereofany other federal or state securities laws or regulations. The Committee may, in whole or in part (but not as its absolute discretion, also take whatever additional actions it deems appropriate to fractional shares) with respect to any portion of this Warranteffect such compliance including, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New Yorkwithout limitation, New York are authorized by law causing legends to be closed (a “Business Day”), by surrender placed on certificates for shares of this Warrant Common Stock and issuing stop-transfer notices to agents and registrars. 5.2.3 In the Company at its office maintained event that the Option shall be exercised pursuant to Section 10.2(a) hereof12.1 by any person or persons other than the Participant, accompanied by a written appropriate proof of the right of such person or persons to exercise notice in the form attached as Exhibit A to this Warrant (Option or a reasonable facsimile portion thereof) duly executed . 5.2.4 Unless otherwise determined by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this WarrantCommittee, the Company shall cancel this Warrant document and shallexercise price of an Option or portion thereof, in including the event amount of partial exerciseany withholding tax due, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holderas follows: (i) in 5.2.4.1 In cash or by check; 5.2.4.2 Through the form delivery of shares of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by Participant, duly endorsed for transfer to the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, provided, that shares of Common Stock used to exercise the Option have been held by the Participant for the requisite period of time to avoid adverse accounting consequences to the Company with respect to the Option; 5.2.4.3 Through the surrender of shares of Common Stock then issuable upon exercise of the Option having a Fair Market Value on the date of Option exercise equal to the aggregate Exercise Price exercise price of the Warrant Shares being purchased Option or exercised portion thereof; 5.2.4.4 Through an exercise complying with Regulation T as promulgated from time to time by the HolderBoard of Governors of the Federal Reserve System; or (iii) by a 5.2.4.5 Through any combination of the foregoing, consideration provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased in this Section 5.2.4 or such other method approved by the HolderCommittee consistent with applicable law.

Manner of Exercise. Warrants may be exercised upon (i) surrender to the Company at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ of the related Warrant Certificate, together with the form of election attached thereto to purchase Common Stock on the reverse thereof duly filled in and signed by the Holder thereof and (ii) payment to the Company of the Exercise Price for each Warrant Share or other security issuable upon the exercise of such Warrants then exercised. Such payment shall be made at the Holder’s option (i) in cash or by certified or official bank check payable to the order of the Company or by wire transfer of funds to an account designated by the Company for such purpose or (ii) without the payment of cash, by reducing the number of shares of Common Stock obtainable upon the exercise of a Warrant and payment of the Exercise Price in cash so as to yield a number of shares of Common Stock upon the exercise of such Warrant equal to the product of (a) This Warrant may only be exercised by the Holder hereof on or after number of shares of Common Stock issuable as of the Exercise Date upon the exercise of such Warrant (if payment of the Exercise Price were being made in cash) and on (b) the Cashless Exercise Ratio (an exercise of a Warrant in accordance with clause (ii) being herein called a “Cashless Exercise”); provided, however, that if a Holder does not elect a Cashless Exercise, the Company may nevertheless elect to treat the exercise as a Cashless Exercise by prompt notice to the Holder. Upon surrender of a Warrant Certificate representing more than one Warrant in connection with 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 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 a surrender of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. Subject to Section 3.02, the rights represented by the Warrants shall be exercisable at the election of the 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 less than all the Warrants represented by such Warrant Certificate at any time prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3Certificate representing the remaining Warrants shall be issued. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New YorkBoston, New York Massachusetts are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or. (iiid) by For purposes of this Warrant, the term “Fair Market Value” means with respect to a combination particular date, the average closing price of the foregoingCommon Stock for the ten (10) trading days immediately preceding the applicable exercise herein as officially reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading, provided that or, if the combined value Common Stock is not listed or admitted to trading on any securities exchange as determined in good faith by resolution of all cash and the Board of Directors of the Company, based on the best information available to it. For purposes of illustration of a cashless exercise of this Warrant under Section 3.1(c), the calculation of such exercise shall be as follows: X = Y (A-B)/A where: X = the number of Warrant Shares to be issued to the Holder (rounded to the nearest whole share). Y = the number of Warrant Shares with respect to which this Warrant is being exercised. A = the Fair Market Value of any shares surrendered to the Company is at least equal to Common Stock. B = the aggregate Exercise Price for the number of Warrant Shares being purchased by the HolderPrice.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock Depository Shares owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock Depository Shares on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. (a) This Holder may exercise this Warrant may only be exercised by the Holder hereof on or after at any time and from time to time during the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereofPeriod, in whole or in part (but not as to fractional in denominations of fewer than 10,000 shares) , except upon an exercise of this Warrant with respect to any portion the remaining balance of this Warrant, during shares purchasable hereunder at the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”time of exercise), by surrender of this Warrant delivering to the Company at its office maintained pursuant to Section 10.2(a(i) hereof, accompanied by a written exercise notice duly executed Notice of Exercise in substantially the form attached as Exhibit A to this Warrant Appendix 1 hereto and (or a reasonable facsimile thereofii) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holderform of: (i1) in a wire transfer or bank cashiers or certified check payable to the form order of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to for the aggregate Exercise Price of the Warrant Shares shares being purchased by purchased; (2) delivery of Warrants, Common Stock and/or Common Stock receivable upon exercise of the HolderWarrants in accordance with Section (b) below; or (iii3) by a combination of any of the foregoingforegoing methods, for the number of Common Shares specified in such form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the holder per the terms of this Warrant) and the holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock determined as provided that herein. (b) Notwithstanding any provisions herein to the combined value of all cash and contrary, if the Fair Market Value of any one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, upon consent of the Company, the holder may elect to receive shares surrendered to the Company is at least equal to the aggregate value (as determined below) of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise Price for in which event the Company shall issue to the holder a number of shares of Common Stock computed using the following formula: X=Y (A-B) --- A -------- Where X= the number of shares of Common Stock to be issued to the holder Y= the number of shares of Common Stock purchasable under the Warrant Shares or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) A= the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B= Exercise Price (as adjusted to the date of such calculation) (c) From time to time upon exercise of this Warrant, in whole or part, in accordance with its terms, the Company will deliver stock certificates to the Holder representing the number of shares of Common Stock being purchased by pursuant to such exercise, subject to adjustment as described herein. (d) Promptly following any exercise of this Warrant, if the HolderWarrant has not been fully exercised and has not expired, the Company will deliver to the Holder a new Warrant for the balance of the shares of Common Stock covered hereby.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, York New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire write transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in In the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in In the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by By a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. (a) This Warrant The Options may only be exercised by written notice which shall: a. State the Holder hereof on or after election to exercise the Exercise Date Options and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon shares and Option Price in respect of which they are being exercised; b. Be signed by Executive or such other person or persons entitled to exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document Options; c. Be in writing and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3.delivered to SPX’s Secretary; (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be d. Be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Option Price for the number of Warrant Shares being purchased shares to be purchased. Payment may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: made by: (i) in the form check, bank draft, money order or other cash payment, or (ii) delivery (or deemed delivery by attestation) of previously acquired shares of Common Stock owned by with a fair market value as of the Holder exercise date equal to the aggregate Option Price for the shares to be purchased (based or a combination of (i) and (ii)). The fair market value of the Common Stock for this purpose shall be the closing price of a share of Common Stock as reported in the “NYSE-Composite Transactions” section of the Midwest Edition of The Wall Street Journal for the exercise date or, if no prices are quoted for such date, on the Fair Market Value (as defined below) next preceding date on which such prices of such Common Stock on the date of exercise)are so quoted; (ii) in the form e. Be accompanied by payment of Warrant Shares any Federal, state or local taxes required by law to be withheld by the Company from with respect to the Warrant Shares otherwise exercise of the Options unless other satisfactory arrangements are made between the Company and the Executive to satisfy such withholding obligations; and f. Unless a Registration Statement under the Securities Act of 1933 is in effect with respect to the shares of Common Stock to be received issued, contain a representation by the Executive or other person or persons entitled to exercise the Options that the shares of Common Stock are being acquired for investment and with no present intention of selling or transferring them and that the person acquiring them will not sell or otherwise transfer the shares except in compliance with all applicable securities laws and requirements of any stock exchange upon which the shares may then be listed. If the Options shall have been exercised in full, this Agreement shall be canceled and retained by the Company, otherwise it shall be appropriately endorsed to reflect partial exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal and returned to the aggregate Exercise Price of Executive or other person entitled to exercise the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the HolderOptions.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as on or ------------------ before the Termination Date only by the holder of this Warrant surrendering to fractional shares) with respect to any portion of the Company, at its principal office, this Warrant, during together with the Company’s normal business hours on any day other than a Saturday exercise form attached to this Warrant duly executed by the holder and payment to the Company in the amount obtained by multiplying the Purchase Price by the number of shares of Stock designated in the exercise form. Payment may be made at the option of the Warrantholder, either (A) by cash or a Sunday (B) by bank wire transfer or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), C) by surrender of this Warrant to with instructions that the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached retain as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Purchase Price for the number of Warrant Shares purchased upon exercise determined as set forth in clause (ii) of this Warrantthe following paragraph (a "Cashless Exercise"). Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in In the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. Cashless Exercise: (bi) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for holder shall receive the number of Warrant Shares being purchased determined by multiplying the Holder upon such exercise. (c) The aggregate Exercise Price for the total number of Warrant Shares being purchased may alsofor which the Cashless Exercise is made by a fraction, in the sole discretion numerator of which shall be the Holder, be paid in full or in part on a “cashless basis” at difference between the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Current Market Value Price (as defined below) per Share and the Purchase Price, and the denominator of which shall be the Current Market Price (determined as provided in this Section 4(a)) and (ii) the remaining Shares for which Cashless Exercise has been made shall be deemed to have been paid to the Company as the Purchase Price. For purposes of the above calculation, the Current Market Price of one share of Stock means: (i) the average of the reported closing prices of a share of Stock quoted on the Nasdaq National Market or on any exchange on which the shares of Stock are listed, whichever is applicable, for the five trading days immediately prior to the exercise date of this Warrant, (ii) if no such Common closing price is available, the average of the closing bid and asked prices of a share of Stock as quoted in the Over-the-Counter Market Summary for the five trading days immediately prior to the exercise date of this Warrant, or (iii) if the shares of Stock are not listed on the Nasdaq National Market or on any exchange as quoted in the Over-the-Counter Market, the fair market value per share of Stock as of the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased as determined by the Holder; or (iii) by a combination Company's Board of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the HolderDirectors in good faith.

Manner of Exercise. (a) This Warrant may only Each exercise of this Option shall be exercised by the Holder hereof on or after the Exercise Date and on or prior means of a written notice of exercise delivered to the Expiration DateCompany. Such notice shall identify the Options being exercised. When applicable, the notice shall also specify the number of Mature Shares (as defined in accordance with the terms and conditions hereofPlan) that the Option Holder plans to deliver in payment of all or part of the exercise price. Before shares will be issued, in whole or in part (but not as the full purchase price of the shares subject to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to Options being exercised shall be closed (a “Business Day”), by surrender of this Warrant paid to the Company at its office maintained pursuant to Section 10.2(a) hereofusing the following methods, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full individually or in part on a “cashless basis” at the election of the Holder: combination: (i) in cash or by certified, cashier's or (as funds clear) personal check payable to the form order of Common Stock owned the Company; (ii) by the Holder (based on the Fair Market Value Constructive or Actual Delivery (as defined belowin the Plan) of such Common Stock on Mature Shares with a fair market value as of the date close of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value business on the date of exercise equal to or greater than the aggregate Exercise Price of the Warrant Shares being purchased by the Holderpurchase price; or (iii) by wire transfer to an account specified by the Company, or (iv) by delivery of a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company is at least equal the amount of sale or loan proceeds to pay such full purchase price (in which case the aggregate Exercise Price exercise will be effective upon the earlier of the trade date or receipt of such proceeds by the Company for the related sale of shares). The Company reserves the right to accept shares of stock of the Company in payment of the purchase price of an option only if such shares have been held by the Option Holder for a specified minimum period of time during which such shares were not exchanged to effectuate another option exercise. This Option may not be exercised for a fraction of a share and no partial exercise of this Option may be for less than: (i) one hundred (100) shares; or (ii) the total number of Warrant Shares being purchased shares then eligible for exercise, if less than one hundred (100) shares. This Option may be exercised: (i) during the lifetime of the Option Holder only by the Option Holder or in the event a guardian or legal representative is appointed during the Option Holder's lifetime to handle the affairs of the Option Holder, such guardian or legal representative; and (ii) after the Option Holder's death by his or her transferees by will or the laws of descent or distribution, and not otherwise, regardless of any community property interest therein of the spouse of the Option Holder, or such spouse's successors in interest. If the spouse of the Option Holder shall have acquired a community property interest in this Option, the Option Holder, or the Option Holder's permitted successors in interest, may exercise the Option on behalf of the spouse of the Option Holder or such spouse's successors in interest.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Vesting Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s 's normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”"BUSINESS DAY"), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) . The aggregate Exercise Price for the number of Warrant Shares being purchased may alsomay, in the sole discretion of the Holderhowever, also be paid in full or in part on a “cashless basis” at the election of the Holder: : (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); , (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or , or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder. (c) For purposes of this Warrant, the term "FAIR MARKET VALUE" means, with respect to a particular date, the average closing price of the Common Stock for the immediately preceding ten (10) trading days on the principal securities exchange or market on which shares of Common Stock are listed or quoted, if the shares of Common Stock are so listed or quoted or, if not so listed or quoted, as determined by the Company in good faith and in a reasonable manner, based on the information available to it.

Manner of Exercise. (a) This Warrant The Holder may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereofexercise this Warrant, in whole or in part (part, immediately, but not as to fractional shares) with respect to any portion of this Warrantafter the Expiration Date, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized Trading Day by law to be closed (a “Business Day”), by surrender of surrendering this Warrant to the Company at its the principal office maintained pursuant to Section 10.2(a) hereofof the Company, accompanied by a written exercise notice Warrant Exercise Form in substantially the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) annexed hereto duly executed by the Holder, together with the Buyer and by payment of the aggregate Warrant Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number shares of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of which this Warrant Shares being purchased may alsois then exercisable, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: either (i) in immediately available funds, (ii) by delivery of an instrument evidencing indebtedness owing by the form Company to the Holder in the appropriate amount, (iii) at any time on or after September 1, 2005 by authorizing the Company to retain shares of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares which would otherwise to be received issuable upon exercise of this Warrant having an aggregate Fair Market Value on the date in accordance with Section 2.4 hereof or (iv) in a combination of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (i), (ii) or (iii) by above, provided, however, that in no event shall the Holder be entitled to exercise this Warrant for a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the HolderHolder to exceed 9.9% of the outstanding shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. The Holder may waive the foregoing limitation by written notice to the Company upon not less than 61 days prior written notice (with such waiver taking effect only upon the expiration of such 61 day notice period).

Manner of Exercise. (a) This Warrant may only be exercised by entitles the Holder hereof on or after to receive, upon each exercise, (i) the number of shares of Common Stock for which exercise is effected (the "B Warrant Exercise Date and on or prior Amount"), plus (ii) for each such exercise, the Holder shall immediately receive a number of F Warrants (as defined below) to purchase a number of shares of Common Stock equal to the Expiration Date, in accordance with the terms and conditions E Warrant Exercise Amount. For purposes hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this each "F Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to " shall be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form of the F Warrants described in the Securities Purchase Agreement, a copy of which is attached hereto as Exhibit A to C, except that the initial Exercise Price of each F Warrant shall equal the Exercise Price of the "D Warrants" (as defined in the Securities Purchase Agreement) which is in effect on the date of such exercise. During the Term this Warrant (may be Exercised as to all or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the any lesser number of full shares of Common Stock covered hereby (the "Warrant Shares purchased Shares" or the "Shares") upon exercise of this Warrant. Upon surrender of this Warrant, with the Company shall cancel this Warrant document Notice of Exercise Form attached hereto as Exhibit A (the "Notice of Exercise") duly completed and shallexecuted, in together with the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form each share of Common Stock owned as to which this Warrant is Exercised, at the office of the Company, Universal Energy Corp.; ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇; Phone: ▇▇▇-▇▇▇-▇▇▇▇, Fax: ▇▇▇-▇▇▇-▇▇▇▇, or at such other location as the Company may then be located or such other office or agency as the Company may designate in writing, by overnight mail, by facsimile (such surrender and payment of the Holder (based on Exercise Price hereinafter called the Fair Market Value "Exercise" of this Warrant). The issue date of the C Warrant shall be the Date of Exercise (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holderas defined below.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder. In no event shall the Company issue fractional shares. In the event an exercise of the Warrant would result in the issuance of a fractional number of shares, the Company shall round the number down to the closest whole number.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or From and after the Exercise third anniversary of the Closing Date (subject to earlier exercisability as described in this Section 2.1) and until 5:00 P.M., New York time, on or prior to the Expiration DateDate (the "Exercise Period"), in accordance with the terms and conditions hereofHolder may exercise this Warrant, on any Business Day, in whole or in part as provided herein; PROVIDED, HOWEVER, that this Warrant may only be exercised in part if exercised in respect of a number of shares of Common Stock representing at least one percent (but not 1%) of the Diluted Common Stock as to fractional shares) with respect to any portion of the date of such partial exercise of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law after giving effect to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon such partial exercise of this Warrant. Upon surrender In the event of a partial exercise, (a) the Maximum Percentage for the unexercised portion of the Warrant shall be reduced to a fraction expressed as a percentage, the numerator of which is the difference between (x) the maximum number of shares of Common Stock into which the Warrant is then exercisable (prior to such partial exercise) and (y) the number of shares of Common Stock to be acquired in the partial exercise, and the denominator of which is the sum of (x) the actual number of shares of Common Stock outstanding and (y) the additional number of shares of Common Stock to be outstanding after giving effect to such partial exercise; and (b) the Maximum Aggregate Price for the remaining portion of the Warrant shall be reduced the product of (x) the Maximum Aggregate Price in effect immediately before giving effect to such partial exercise and (y) a fraction the numerator of which is the result of (i) the total number of shares of Common Stock for which this Warrant is exercisable immediately prior to such partial exercise minus (ii) the number of shares of Common Stock to be issued pursuant to the partial exercise, and the denominator of which is the total number of shares for which the Warrant is exercisable immediately prior to such partial exercise. In order to exercise this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full whole or in part on a “cashless basis” part, Holder shall deliver to Company at its principal office at 4800 North Scottsdale Road, Scottsdale, Arizona 85251-7623 or at the election of the Holder: o▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify ▇▇▇ ▇ercentage of the Diluted Common Stock to be purchased, (ii) payment of the Warrant Price and (iii) this Warrant. Such notice shall be substantially in the form of Common Stock owned by the Holder (based on subscription form appearing at the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise end of this Warrant having an as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt thereof, Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates representing the aggregate Fair Market Value on 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, to the extent possible, in such denomination or denominations as such 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 to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date of exercise equal the notice, together with the cash or check or other payment as provided below and this Warrant, is received by Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 prior to the aggregate Exercise Price issuance of such shares have been paid. If this Warrant shall have been exercised in part, Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares being purchased by Stock, deliver to Holder a new Warrant evidencing the Holder; or (iii) by a combination rights of Holder to purchase the balance of the foregoingpercentage of the Diluted Common Stock in respect of which this Warrant has not been exercised, provided that which new Warrant shall in all other respects be identical with this Warrant, or, at the combined value request of all cash Holder, appropriate notation may be made on this Warrant and the Fair Market Value same returned to Holder. Notwithstanding any provision herein to the contrary, Company shall not be required to register shares in the name of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Person who acquired this Warrant Shares being purchased by the Holder(or part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant), during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant hereto (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. Notwithstanding the foregoing, the Company shall not be required to issue a Warrant covering less than 1,000 shares of Common Stock. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash cash, by cashier’s check or wire transfer in of immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by . For purposes of this Warrant, the term “Fair Market Value” means with respect to a combination particular date, the volume weighted average trading price of the foregoingCommon Stock on and as reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading for the ten (10) trading days immediately preceding such date, provided that or, if the combined value Common Stock is not listed or admitted to trading on any securities exchange, as determined in good faith and in a commercially reasonable manner by resolution of all cash and the Board of Directors of the Company, based on the best information available to it. For purposes of illustration of a cashless exercise of this Warrant under Section 3.1(c), the calculation of such exercise shall be as follows: where: X = the number of Warrant Shares to be issued to the Holder (rounded up to the nearest whole share) Y = the number of Warrant Shares with respect to which this Warrant is being exercised A = the Fair Market Value of any shares surrendered to the Company is at least equal to Common Stock B = the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.Price

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock Ordinary Shares owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock Ordinary Shares on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. The Holder of this Warrant may exercise his or ------------------ her rights hereunder at any time by written notice to the Corporation as set forth herein. This Warrant may be exercised as a whole at any time, or in part from time to time, by the Holder by delivering this Warrant, for cancellation if it is exercised as a whole or for endorsement if it is exercised in part, together with a Subscription in the form appearing at the end hereof properly completed and duly executed by or on behalf of the Holder and such other information and investment representations as may be reasonably requested by the Corporation for the purpose of complying with applicable securities laws, to the Corporation at its office in Menlo Park, California (or at the office of the agency maintained for such purpose or at such other office or agency of the Corporation as it may designate by notice in writing to the Holder at the address thereof appearing on the books of the Company), accompanied by payment by certified or official bank check payable to the order of the Corporation, in an aggregate amount equal to the Purchase Price as then adjusted times the number of Shares as to which this Warrant is then being exercised. Notwithstanding the foregoing, at the closing of the Corporation's initial public offering of its capital stock at a price per share equal to or greater than the Purchase Price as then adjusted (the "IPO"), this Warrant shall automatically be exercised, with no notice required by the Holder and in lieu of the cash exercise provided for in the preceding sentence, on a net issuance basis so that the Holder will receive a number of Shares equal to the product of (a) This Warrant may only be exercised by the price per share paid to the Corporation for its sale of Common Stock in the IPO (the "IPO Price") minus the Purchase Price as then adjusted and (b) a fraction, the numerator of which is the number of Shares the Holder hereof on or after is entitled to purchase hereunder and the Exercise Date and on or prior to denominator of which is the Expiration Date, in accordance with IPO Price. In the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to event of any portion exercise of this WarrantWarrant that is partial, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law Corporation shall endorse this Warrant as having been exercised to be closed (a “Business Day”), by surrender of that extent and return this Warrant to the Company at its office maintained pursuant Holder for the balance. Anything in this Warrant to Section 10.2(a) hereofthe contrary notwithstanding, accompanied by a written exercise notice this Warrant may not be exercised to any extent after 5:00 p.m., California time, on the Expiration Date or after it has been exercised in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Shares that the Holder is entitled to purchase hereunder, and unless this Warrant is being exercised with respect to all Shares purchased upon exercise of this Warrant. Upon surrender of subject to this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it may be exercised only with a new Warrant document in accordance with Section 3.3respect to whole Shares. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Vesting Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s 's normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “"Business Day”"), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) . The aggregate Exercise Price for the number of Warrant Shares being purchased may alsomay, in the sole discretion of the Holderhowever, also be paid in full or in part on a “cashless basis” at the election of the Holder: : (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); , (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or , or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder. (c) For purposes of this Warrant, the term "Fair Market Value" means with respect to a particular date, the last reported closing price of the Common Stock as of the immediately preceding trading day as officially reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any securities exchange as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it.

Manner of Exercise. (a) This Warrant Any exercisable portion of the Options may only be exercised solely by delivering to the Holder hereof on or after Secretary of the Exercise Date and Company all of the following on or prior to the Expiration Datetime when such portion becomes unexercisable under Section 3.2, and the satisfaction of all of the foregoing shall be determined in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion discretion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed : (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(aa) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed writing signed by the HolderGrantee or any other person then entitled to exercise such portion, together stating that such portion is thereby exercised, such notice complying with all applicable rules established by the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3.Committee; (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by full payment in full of the aggregate Exercise Price exercise price applicable to such portion in cash cash, by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may alsocheck, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” Membership Units (any such Membership Units valued at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to exercise) that the aggregate Exercise Price Grantee has held for at least six months (or such lesser period of the Warrant Shares being purchased time as may be required by the Holder; or Company’s accountants), through the withholding of Membership Units (iiiany such Membership Units valued at Fair Market Value on the date of exercise) by otherwise issuable upon the exercise of such portion in a manner that is compliant with applicable law, or a combination of the foregoing, provided that the combined value of all foregoing methods; (c) full payment in cash and the Fair Market Value of any shares surrendered taxes due in respect of the exercise of such portion in cash, except that upon any termination of the Grantee’s Employment under a circumstance described in Section 3.2(b) or (c) above, the Grantee may make payment of any such taxes under any method described in Section 4.3(b) above; (d) execution and delivery to the Company, to the extent not so previously executed and delivered, of the Management Unitholder’s Agreement and such other documents and instruments as may be reasonably required by the Committee; (e) full payment to the Company of all amounts which, under federal, state or local law, it (or an Affiliate) is at least equal required to withhold upon exercise of such portion, except as otherwise agreed to by the Company under the Plan; (f) in the event such portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Grantee, appropriate proof of the right of such person or persons to exercise such portion; and (g) if so requested by the Committee, an irrevocable voting proxy and power of attorney in favor of a designated member of the Board. In addition, following an IPO, the Grantee may satisfy his or her obligations under Section 4.3(b) and/or (c) through the sale of Membership Units (or equity securities into which Membership Units are convertible) into the public market pursuant to a cashless exercise program that is compliant with applicable law, to the aggregate Exercise Price for extent the number sale of Warrant Shares being purchased by such Membership Units (or equity securities, as applicable) is permitted under the HolderManagement Unitholder’s Agreement. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of Membership Units acquired on exercise of any exercisable portion of the Options does not violate the Securities Act of 1933, as amended, and may issue stop-transfer orders covering such Membership Units.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York or Hong Kong are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Common Shares purchased upon exercise of this WarrantWarrant (the “Warrant Shares”). Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Common Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Common Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock Shares owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock Shares on the date of exercise); (ii) in the form of Warrant Common Shares withheld by the Company from the Warrant Common Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Common Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares Common Shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Common Shares being purchased by the Holder.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Vesting Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s 's normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized or required by law to be closed (a “"Business Day”"), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.33.3(b). (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) . The aggregate Exercise Price for the number of Warrant Shares being purchased may alsomay, in the sole discretion of the Holderhowever, also be paid in full or in part on a “cashless basis” at the election of the Holder: : (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); , (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or , or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder. (c) For purposes of this Warrant, the term "Fair Market Value" means, with respect to a particular date, the average closing price of the Common Stock for the immediately preceding ten (10) trading days on the principal securities exchange or market on which shares of Common Stock are listed or quoted, if the shares of Common Stock are so listed or quoted or, if not so listed or quoted, as determined by the Company in good faith and in a reasonable manner, based on the information available to it.

Manner of Exercise. (a) This Warrant may only be exercised by Subject to the provisions of Section 1.4, “Holder as Owner,” the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, may exercise this Warrant in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during on the Company’s normal business hours on any day other than a Saturday date hereof or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by presentation and surrender of this Warrant thereof to the Company at its principal executive office maintained pursuant to Section 10.2(a) hereofor at the office of its stock transfer agent, accompanied by a written exercise notice in if any, the subscription form attached as Exhibit A to this Warrant annexed hereto (or a reasonable facsimile thereofthe “Subscription Form”) duly executed and accompanied by payment as follows: 1.2.1 in cash or by certified or official bank check, payable to the order of the Company, in the amount equal to the Exercise Price multiplied by the Holdernumber of Shares specified in such form, together with all taxes applicable upon such exercise; 1.2.2 by cancelling or forgiving of all or any part of the payment indebtedness (including, without limitation accrued but unpaid principal and interest) represented by the Note or Constructive Indebtedness (as defined in Section 8 of this Warrant) and crediting and applying an amount equal to such cancelled or forgiven amount, or Constructive Indebtedness, as the case may be, toward the Exercise Price. For the avoidance of doubt, in the event that any provision of the Note or all or any part of the indebtedness represented thereby shall be deemed to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect or impair the Holder’s right to credit and apply such purported indebtedness toward the Exercise Price as contemplated hereunder; 1.2.3 by surrendering to the Company that number of Shares owned by the Holder whose value is equal to the Exercise Price multiplied by the number of Shares specified in the Subscription Form; 1.2.4 by surrendering the right to acquire a number of Shares having an aggregate value such that the amount by which the aggregate value of such Shares exceeds the aggregate Exercise Price for is equal to the number Exercise Price; 1.2.5 any combination of Warrant the foregoing; or 1.2.6 any other manner acceptable to the Company. For purposes of surrendering Shares purchased upon exercise of this Warrant. Upon surrender of this Warrantto satisfy the Exercise Price, the Company value of the Shares shall cancel this Warrant document and shall, in be equal to the event current market price for Common Stock (the “Market Price”) on the relevant date of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each such exercise of this Warrant must be accompanied by payment in full of from time to time (the aggregate “Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exerciseDate”). (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereofis exercisable, in whole or in part part, at the Purchase Price payable in cash or by wire, cashier's check or other good funds payable to the order of the Company. Upon surrender of the Warrant together with payment of the Purchase Price for the Warrant Stock purchased (but not as and any applicable transfer taxes) to fractional shares) the Company, and delivery of the purchase form attached hereto, the Purchaser shall be entitled to receive a certificate or certificates for the Warrant Stock so purchased with respect to any appropriate private placement or other legends thereon, together with a new Warrant for any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3not exercised. (b) Except as provided for in Section 3.1(cWith the approval of the Board, which approval shall not be unreasonably withheld, the Purchaser may elect to (i) below, each pay all or part of the Purchase Price with securities of the Company (including the unexercised portion of this Warrant) outstanding prior to the exercise of this Warrant must Warrant, with such securities to be credited toward such purchase price at the fair market value of the securities, in which event the certificates evidencing the securities delivered shall accompany the notice of exercise and shall be duly endorsed or accompanied by duly executed stock powers to transfer the same to the Company; provided, however, that such payment in full securities instead of the aggregate Exercise Price in cash by or check or wire transfer in immediately available funds for the number of Warrant Shares being purchased shall not be effective and shall be rejected by the Holder upon such exercise. (c) The aggregate Exercise Price for Company if the number of Warrant Shares being purchased may alsoCompany is then prohibited by applicable law from purchasing or acquiring the tendered securities, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in accept payment of the form fair market value of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price all or part of the Warrant Shares being purchased by the Holder; or (iii) by a combination Stock net of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Purchase Price for such Warrant Stock in consideration for the number cancellation of Warrant Shares being purchased by the Holdercorresponding portion of the rights of Purchaser under this Warrant.

Manner of Exercise. The Optionee may exercise the Option, in ------------------ whole or in part, with respect to any whole number of shares of Common Stock subject to the Option. Prior to an IPO (aas defined in paragraph 10(c)(1) This Warrant hereof) the Optionee may exercise the Option with respect to less than one share only if the Option is then exercised as to all of the shares then purchasable hereunder. On and after an IPO, the Option may not be exercised with respect to a fractional share; if the Option is exercised with respect to all of the whole shares as to which the Option is then exercisable, and the Option remains exercisable with respect to less than one share of Common Stock, the Company shall pay the Optionee the excess of (i) the fair market value of such remaining fractional share, over (ii) the Option exercise price for such remaining fractional share, and the Option shall terminate with respect to such fractional share. The Optionee shall exercise the Option by giving the Company written notice, in a form prescribed by the Holder hereof Company. Such notice shall specify (i) the number of shares of Common Stock to be purchased and (ii) the portion of the Option being exercised which Optionee intends to constitute the exercise of an ISO (and the Company shall designate the corresponding shares of Common Stock as ISO stock on or after the Exercise Date and on or prior its stock transfer records to the Expiration Dateextent such shares do not exceed the statutory ISO limits) and the portion thereof which Optionee intends to constitute the exercise of an NSO. Such notice shall be accompanied by payment, in accordance with cash or certified check or by official bank check, of an amount equal to the terms and conditions hereofoption price of such shares multiplied by the number of shares as to which the Option is being exercised; provided, however, that the purchase price may be paid, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”)part, by surrender of this Warrant or delivery to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value a fair market value on the date of exercise equal to the aggregate Exercise Price portion of the Warrant Shares purchase price being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered so paid or other property acceptable to the Company is at least equal to Stock Option Committee which administers the aggregate Exercise Price for the number of Warrant Shares being purchased by the HolderPlan.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Vesting Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, in minimum increments of 10,000 shares (or, if smaller, the total number of shares underlying this Warrant), during the Company’s 's normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in Chicago, Illinois or New York, New York are authorized by law to be closed (a “"Business Day”"), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this WarrantPrice. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this the Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) purchased. The aggregate Exercise Price for the number of Warrant Shares being purchased may alsomay, in the sole discretion of the Holderhowever, also be paid in full or in part on a “cashless basis” at the election of the Holder: : (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); , (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or Warrant, or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the such aggregate Exercise Price Price. (c) For purposes of this Warrant, the term "Fair Market Value" means the average closing price for the number ten (10) trading days immediately preceding the applicable date of Warrant Shares being purchased publicly-traded shares of the Common Stock on the principal securities exchange or market on which shares of Common Stock are listed or quoted, if the shares of Common Stock are so listed or quoted or, if not so listed or quoted, as determined by the HolderCompany in good faith and in a reasonable manner, based on the information available to it.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Datehereof, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, into shares of Common Stock (the “Warrant Shares”), during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”)) on or prior to the Expiration Date with respect to such portion of this Warrant, by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a12.2(a) hereof, accompanied by a written an exercise notice (the “Exercise Notice”) in substantially the form attached to this Warrant as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Warrant Price. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, the Holder also shall have the right, at its election exercised in its sole discretion, when exercising the Warrant, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price, to elect instead to receive upon such exercise the “Net Number” (“Cashless Exercise”) of shares of Common Stock equal to the quotient obtained by dividing [X*(A-B)] by (A), where: (A) = the VWAP on the Trading Day immediately preceding the date of such election; (B) = the Exercise Price for of this Warrant, as adjusted; and (X) = the number of Warrant Shares purchased upon exercise in respect of this Warrant. Upon surrender of this Warrant, which the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3Cashless Exercise election is made. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. At any time and from time to time from and after the Issuance 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 the Common Stock issuable hereunder; PROVIDED that Holder may not exercise this Warrant if after giving effect to such exercise the total number of shares of Common Stock issued upon exercise hereof would exceed the product of: (i) (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and 0.45, if such date of exercise is on or prior to November 1, 1997; or (b) 0.50, if such date of exercise is on or prior to May 1, 1998 but after November 1, 1997; or (c) 1.00, if such date is after May 1, 1998; times (ii) the Expiration Date, in accordance with total number of shares of Common Stock issuable upon exercise hereof as of the terms and conditions hereofIssuance Date (as such number of shares shall have been adjusted pursuant to Article 5 immediately prior to such exercise). In order to exercise this Warrant, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrantpart, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant Holder shall deliver to the Company at its principal office maintained pursuant to Section 10.2(aat 7700 Old Georgetown Road, Bethesda, Maryland 20814 or at the of▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ Article 13, (i) hereof, accompanied by a written notice of Holder's election to exercise this Warrant, which notice shall s▇▇▇▇▇▇ the number of shares of Common Stock to which the exercise shall relate and (ii) this Warrant. Such notice shall be substantially in the form attached of the subscription form appearing at the end of this Warrant as Exhibit A to this Warrant (or a reasonable facsimile thereof) the "SUBSCRIPTION FORM"), duly executed by Holder or its agent or attorney. Upon receipt by the Holder, together Company of (a) this Warrant and (b) the Subscription Form with the applicable box checked thereon, the Company shall issue the number of shares of Common Stock set forth in the next paragraph. 505298\0057\02050\96AXKNAK.WAR To the extent Holder has checked the box on the Subscription Form contemplating payment of either (x) the aggregate Aggregate Exercise Price in cash or (y) pursuant to the surrender by Holder of Notes having a Fair Value equal to the Aggregate Exercise Price in connection with an exercise hereof, then upon payment, by certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated by the Company, of the Aggregate Exercise Price for the number shares of Warrant Shares Stock to be purchased upon pursuant to the exercise of this Warrant. Upon surrender of this the Warrant, the Company shall cancel this Warrant document and shall, as promptly as practicable, and in the any event of partial exercisewithin two (2) Business Days thereafter, replace it with execute or cause to be executed and deliver or cause to be delivered to Holder a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of certificate or certificates representing the aggregate number of shares of Common Stock issuable upon such exercise. To the extent Holder has checked the box on the Subscription Form by which Holder elects not to pay the Aggregate Exercise Price in cash and instead to make such payment by check way of Warrant surrender, the Company shall, as promptly as practicable, and in any event within two (2) Business Days thereafter, (i) execute or wire transfer in immediately available funds for cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates representing the aggregate number of shares of Common Stock to be issued to Holder upon such "cashless" exercise and (ii) cancel the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number shares of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received issuable upon exercise of this Warrant having an aggregate Fair Market Value value (based on the date Market Price at the time of exercise minus the Exercise Price) equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Aggregate Exercise Price for the number of shares described in clause (i) above. In either case, the stock certificate or certificates so delivered shall be in such denomination or denominations as such Holder shall request in the Subscription Form and shall be registered in the name of Holder or, subject to Article 10, such other name as shall be designated in the Subscription Form. This Warrant Shares being purchased 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 notice is received by the HolderCompany. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing the Warrant Stock issued upon such exercise, deliver to Holder a new Warrant evidencing the right of Holder to receive the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such exercise less the number of shares issued pursuant to such exercise of this Warrant and/or, where applicable, less the number of shares surrendered in non-cash payment in connection with such exercise, which new Warrant shall in all respects (other than number of shares) be identical to this Warrant.

Manner of Exercise. (a) This Warrant may only Each exercise of this Option shall be exercised by the Holder hereof on or after the Exercise Date and on or prior means of a written notice of exercise delivered to the Expiration DateCompany, in accordance with specifying the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion number of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law shares to be closed (a “Business Day”), purchased and accompanied by surrender of this Warrant payment to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full purchase price of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being shares to be purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: solely: (i) in cash or by certified, cashier’s or (as funds clear) personal check payable to the form order of the Company; (ii) by constructive or actual delivery (as defined in the Plan) of shares of Common Stock of the Company already owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) by, and in the form possession of, the Option Holder with a fair market value as of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise close of this Warrant having an aggregate Fair Market Value business on the date of exercise equal to or greater than the aggregate Exercise Price of the Warrant Shares being purchased by the Holderpurchase price; or (iii) by wire transfer to an account specified by the Company, or (iv) by delivery of a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company is at least equal the amount of sale or loan proceeds to pay such full purchase price (in which case the aggregate Exercise Price exercise will be effective upon receipt of such proceeds by the Company). The Company reserves the right to accept shares of stock of the Company in payment of the purchase price of an option only if such shares have been held by the Option Holder for a specified minimum period of time during which such shares were not exchanged to effectuate another option exercise. This Option may not be exercised for a fraction of a share and no partial exercise of this Option may be for less than: (i) one hundred (100) shares; or (ii) the total number of Warrant Shares being purchased shares then eligible for exercise, if less than one hundred (100) shares. This Option may be exercised: (i) during the lifetime of the Option Holder only by the Option Holder or in the event a guardian or legal representative is appointed during the Option Holder’s lifetime to handle the affairs of the Option Holder, such guardian or legal representative; and (ii) after the Option Holder’s death by his or her transferees by will or the laws of descent or distribution, and not otherwise, regardless of any community property interest therein of the spouse of the Option Holder, or such spouse’s successors in interest. If the spouse of the Option Holder shall have acquired a community property interest in this Option, the Option Holder, or the Option Holder’s permitted successors in interest, may exercise the Option on behalf of the spouse of the Option Holder or such spouse’s successors in interest.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereofoffice, accompanied by a written exercise notice in the form attached as Exhibit A Annex II to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) paragraph 1.3 below. Except as provided for in Section 3.1(cparagraph 1.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) . The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) : in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) ; in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) or by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. (a) This Warrant The Holder may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereofexercise this Warrant, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”)part, by surrender of surrendering this Warrant to the Company at its the principal office maintained pursuant to Section 10.2(a) hereofof the Company, accompanied by a written warrant exercise notice (the "Warrant Exercise Notice") in substantially the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) hereto duly executed by the Holder, together with the Holder and by payment of the aggregate Warrant Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel for which this Warrant document and shallis then be exercised, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. either (bi) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number transfer, (ii) by delivery of Warrant Shares being purchased an instrument evidencing indebtedness owing by the Company to the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of appropriate amount, (iii) subject to the Holderlimitations set forth in Section 2.4 hereof, be paid in full or in part on a “cashless basis” at by authorizing the election of the Holder: (i) in the form Company to retain shares of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares which would otherwise to be received issuable upon exercise of this Warrant having an aggregate Fair Market Value on the date or (iv) in a combination of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (i), (ii) or (iii) by above, provided, however, that in no event shall the Holder be entitled to exercise this Warrant for a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the HolderHolder to exceed 4.9% of the then outstanding shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised warrants beneficially owned by the Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. The Holder may waive the foregoing 4.9% ownership limitation by written notice to the Company upon not less than 61 days prior written notice (with such waiver taking effect only upon the expiration of such sixty-one (61) day notice period).

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Dateholder hereof, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any vested portion of this the Warrant, into shares of Common Stock, during the Company’s normal business hours on any day other than a Saturday Business Day on or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law prior to be closed (a “Business Day”)the Expiration Date with respect to such vested portion of the Warrant, by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a12.2(a) hereof, accompanied by a written an exercise notice in substantially the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holderholder, together with and the payment of the aggregate Exercise Price for the holder shall thereupon be entitled to receive a number of Warrant Shares purchased upon exercise duly authorized, validly issued, fully paid and nonassessable shares of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3.Common Stock (or Other Securities) equal to: (ba) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holderan amount equal to: (i) in an amount equal to (x) the form number of shares of Common Stock owned by (or Other Securities) determined as provided in Sections 4 and 5 hereof * Represents confidential information for which Ariba, Incorporated is seeking confidential treatment with the Holder (based on Securities and Exchange Commission. which the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise holder would be entitled to be received receive upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of shares of Common Stock designated in the exercise notice MULTIPLIED BY (y) the Current Market Price of each share of Common Stock (or Other Securities) so receivable upon exercise (ii) an amount equal to (x) the number of shares of Common Stock (without giving effect to any adjustment thereof) designated in the exercise notice MULTIPLIED BY (y) the Initial Warrant Shares being purchased by Price DIVIDED BY (b) the Holder.Current Market Price of each share of Common Stock (or Other Securities); PROVIDED, HOWEVER, that the holder may not exercise this Warrant for shares of Common Stock (or Other Securities) until [*]

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Datehereof, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, into shares of Common Stock (the “Warrant Shares”), during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”)) on or prior to the Expiration Date with respect to such portion of this Warrant, by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a12.2(a) hereof, accompanied by a written an exercise notice (the “Exercise Notice”) in substantially the form attached to this Warrant as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for Warrant Price. Issued by Mateon Therapeutics, Inc. Anything to the contrary notwithstanding, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and the Holder’s affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of the Warrant Shares purchased or the unexercised or unconverted portion of any other of the Company’s securities subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the exercise of this Warrant. Upon surrender the portion of this WarrantWarrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Company Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock (the “Ownership Limitation”). Beneficial ownership shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document be determined in accordance with Section 3.3. (b13(d) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for Securities Exchange Act of 1934 (the number of Warrant Shares being purchased “Exchange Act”), and Regulations 13D - G thereunder; provided, further, that the limitations on exercise may be waived by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may alsoupon, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal , not less than 61 days’ prior notice to the aggregate Exercise Price Company, and the provisions of the Warrant Shares being purchased exercise limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder; or (iii) by a combination , as may be specified in such notice of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holderwaiver).

Manner of Exercise. Expiration. (a) This Warrant may only be exercised by the Holder hereof on (i) In order to exercise all or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion ------------------------------ of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by Purchaser must surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereofprincipal office, accompanied by a written exercise notice in with the form attached as Exhibit A to of exercise on the last page of this Warrant (or a reasonable facsimile thereof) properly completed and duly executed and with such other information and investment representations as may be reasonably requested by the HolderCompany for the purpose of complying with applicable securities laws, together with payment in full of the Warrant Price as then in effect for each share of Underlying Stock to which the holder is entitled as to which with this Warrant is submitted for exercise. Any such payment of the aggregate Exercise Warrant Price is to be (A) in cash or (B) by certified or official bank or bank cashier's check or by bank wire transfer payable to the order of the Company (or the Acquiring Company in the case of a Transaction (as such terms are defined in Paragraph 2.01(b)), except as provided in Section 1.03 below. (ii) If this Warrant is to be exercised for less than all the shares of Underlying Stock for which this Warrant may be exercised, this Warrant shall be surrendered and a new Warrant of the same tenor and for the number of Warrant Shares purchased upon exercise remaining shares of this WarrantPreferred Stock shall be executed by the Company and be delivered to the person entitled to receive the same. Upon surrender of this WarrantWarrant in conformity with the foregoing provisions, the Company (or the Acquiring Company in the case of a Transaction) shall cancel transfer to Purchaser appropriate evidence of ownership of any shares of Underlying Stock to which the Purchaser is entitled and shall deliver such evidence of ownership to the Purchaser. If more than one warrant (including this Warrant) shall be surrendered for exercise at one time by Purchaser, the total number of full shares of Underlying Stock to which Purchaser is entitled which shall be deliverable upon tender thereof shall be computed on the basis of the aggregate number of shares of Underlying Stock to which the aggregate tendered warrants are to be exercised. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for such exercise of this Warrant document and the Purchaser shall, as between such Purchaser and the Company (or the Acquiring Company in the event case of partial exercisea Transaction), replace it be deemed to be the holder of such shares of Underlying Stock of record as of the close of business on such date. (iii) Without limiting the foregoing, if, at the date referred to above, the transfer books for the shares of Underlying Stock purchasable upon the exercise of this Warrant shall be closed, the certificates for the shares of Underlying Stock in respect of which this Warrant is then exercised, shall be transferred when such transfer book shall next be opened and until such date the Company (or the Acquirer in the case of a Transaction) shall be under no duty to deliver any certificates for such shares of Underlying Stock; provided, however, that the transfer books of record, unless required by law, shall not be closed at any time for a period longer than 20 days. (iv) The initial issuance of certificates of Underlying Stock upon the exercise of this Warrant shall be made without charge to Purchaser for any tax in respect of the issuance of such stock certificates, and such stock certificates shall be issued in the name of Purchaser, or (subject to compliance with a new Warrant document applicable securities laws) in accordance with Section 3.3such name or names as may be directed by Purchaser; provided, however, that the Company shall not be required to issue or deliver such certificates unless and until the person or persons requesting the issuance thereof shall have established to the satisfaction of the Company that such tax, if any, has been paid. (b) Except as provided for In the event this Warrant has not been exercised in Section 3.1(c) below, each exercise accordance with the provisions of this Warrant must be accompanied by payment surrender in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the proper form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to by 5:00 P.M., Pacific time, on October 4, 1999 (the aggregate Exercise Price for "EXPIRATION DATE"), this --------------- Warrant shall expire and all rights of the number holder thereof shall terminate and cease as of Warrant Shares being purchased by the Holdersuch time.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Datehereof, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, into shares of Common Stock, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “"Business Day”)") on or prior to the Expiration Date with respect to such portion of this Warrant, by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a8.2(a) hereof, accompanied by a written an exercise notice in substantially the form attached to this Warrant as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by or on behalf of the Holder, Holder together with (a) or (b) below: (a) the payment of the aggregate Exercise Warrant Price for in cash; or (i) the Holder may, at its option, elect to exercise this Warrant, in whole or in part and at any time or from time to time on a cashless basis, by surrendering this Warrant, with the purchase form attached to this Warrant as Exhibit A duly executed by or on behalf of the Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, by canceling a portion of this Warrant in payment of the Warrant Price payable in respect of the number of Warrant Shares purchased upon exercise of this Warrantsuch exercise. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in In the event of partial exercisean exercise pursuant to this subsection 3.1(b), replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by issued to the Holder upon such exercise. (cshall be determined according to the following formula: X = Y(A-B) The aggregate Exercise Price for ------ A Where: X = the number of Warrant Shares that shall be issued to the Holder; Y = the number of Warrant Shares for which this Warrant is being purchased may also, in exercised (which shall include both the sole discretion number of Warrant Shares issued to the Holder and the number of Warrant Shares subject to the portion of the Holder, be paid Warrant being cancelled in full or in part on a “cashless basis” at the election payment of the Holder: (i) in the form of Common Stock owned by the Holder (based on Warrant Price); A = the Fair Market Value (as defined below) of such one share of Common Stock on Stock; and B = the date of exercise);Warrant Price then in effect. (ii) in The Fair Market Value per share of Common Stock shall be determined as follows: (1) If the form Common Stock is listed on a national securities exchange, the Nasdaq National Market, the OTC Bulletin Board or another nationally recognized trading system as of Warrant Shares withheld the Exercise Date, as defined below, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date, as defined below, (provided that if the Common Stock is not so listed on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (2) below). (2) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the OTC Bulletin Board or another nationally recognized trading system as of the Exercise Date, as defined below, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors of the Company from or an authorized committee of the Warrant Shares otherwise Board of Directors of the Company (the "Board") to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under any plan, agreement or arrangement with employees of the Company); and, upon request of the Holder, the Board (or a representative thereof) shall, as promptly as reasonably practicable but in any event not later than 15 days after such request, notify the Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board has not made such a determination within the three-month period prior to the Exercise Date, as defined below, then (A) the Board shall make, and shall provide or cause to be received upon provided to the Holder notice of, a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Holder that it do so, and (B) the exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal pursuant to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iiithis subsection 3.1(b) by a combination of the foregoing, shall be delayed until such determination is made and notice thereof is provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. (a) This Warrant may only be exercised by the The Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereofmay exercise this Warrant, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”)part, by the surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment exercise form attached hereto duly completed and executed) at the principal office of the aggregate Issuer at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Suite I, Los Angeles, California, or at such other location designated by the Issuer, and by the payment to the Issuer of an amount of consideration therefor equal to the Exercise Price for multiplied by the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel with respect to which this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document is then being exercised (subject to adjustment in accordance with the provisions of Section 3.3. 4 hereof), payable at such holder's election (bi) Except as provided in cash or cash equivalents, (ii) by surrender to the Issuer for in Section 3.1(c) below, each exercise cancellation of a portion of this Warrant must be accompanied by payment in full of representing the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for difference between the total number of Warrant Shares in respect of which this Warrant is being purchased exercised minus the amount determined by multiplying a fraction, the numerator of which is an amount equal to the current market price per share of Common Stock as of the date of such exercise less the Exercise Price, and the denominator of which is the current market price, (iii) by cancellation of any indebtedness owed by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of Corporation to the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iiiiv) by a combination of the foregoingforegoing methods of payment selected by the Holder. In any case where the consideration payable upon such exercise is being paid in whole or in part pursuant to clause (ii) of this Section 2(b), provided that such exercise shall be accompanied by written notice from the combined value Holder specifying the manner of all cash payment thereof and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for containing a calculation showing the number of Warrant Shares with respect to which rights are being purchased by surrendered thereunder and the Holdernet number of shares to be issued after giving effect to such surrender.

Manner of Exercise. (a) This Warrant The Holder may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereofexercise this Warrant, in whole or in part (part, immediately, but not as to fractional shares) with respect to any portion of this Warrantafter the Expiration Date, during the Company’s normal business hours on any business day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of surrendering this Warrant to the Company at its the principal office maintained pursuant to Section 10.2(a) hereofof the Company, accompanied by a written exercise notice Warrant Exercise Form in substantially the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) annexed hereto duly executed by the Holder, together with the Buyer and by payment of the aggregate Warrant Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number shares of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of which this Warrant Shares being purchased may alsois then exercisable, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: either (i) in immediately available funds, (ii) by delivery of an instrument evidencing indebtedness owing by the form Company to the Holder in the appropriate amount, (iii) by authorizing the Company to retain shares of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares which would otherwise to be received issuable upon exercise of this Warrant having an aggregate Fair Market Value on the date (in accordance with Section 2.4 hereof) or (iv) in a combination of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (i), (ii) or (iii) by above, provided, however, that in no event shall the Holder be entitled to exercise this Warrant for a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the HolderHolder and its affiliates to exceed 9.9% of the outstanding shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder and its affiliates subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. The Holder may waive the foregoing limitation by written notice to the Company upon not less than 61 days prior written notice (with such waiver taking effect only upon the expiration of such 61 day notice period).

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Datehereof, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, into shares of Common Stock, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”)) on or prior to the Expiration Date with respect to such portion of this Warrant, by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a8.2(a) hereof, accompanied by a written an exercise notice in substantially the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) as Exhibit A, duly executed by or on behalf of the Holder, Holder together with (a) or (b) below: (a) the payment of the aggregate Exercise Warrant Price for in cash; or (i) The Holder may, at its option, elect to exercise this Warrant, in whole or in part and at any time or from time to time, on a cashless basis, by surrendering this Warrant, with the purchase form attached to this Warrant as Exhibit A duly executed by or on behalf of the Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, by canceling a portion of this Warrant in payment of the Warrant Price payable in respect of the number of Warrant Shares purchased upon exercise of this Warrantsuch exercise. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in In the event of partial exercisean exercise pursuant to this subsection 3.1(b), replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by issued to the Holder upon such exercise. (cshall be determined according to the following formula: X = Y(A-B) The aggregate Exercise Price for A Where: X = the number of Warrant Shares that shall be issued to the Holder; Y = the number of Warrant Shares for which this Warrant is being purchased may also, in exercised (which shall include both the sole discretion number of Warrant Shares issued to the Holder and the number of Warrant Shares subject to the portion of the Holder, be paid Warrant being cancelled in full or in part on a “cashless basis” at the election payment of the Holder: (i) in the form of Common Stock owned by the Holder (based on Warrant Price); A = the Fair Market Value (as defined below) of such one share of Common Stock on Stock; and B = the date of exercise);Warrant Price then in effect. (ii) in The Fair Market Value per share of Common Stock shall be determined as follows: (1) If the form Common Stock is listed on a national securities exchange, the Nasdaq National Market, the OTC Bulletin Board or another nationally recognized trading system as of Warrant Shares withheld the Exercise Date, as defined below, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date, as defined below, (provided that if the Common Stock is not so listed on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (2) below). (2) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the OTC Bulletin Board or another nationally recognized trading system as of the Exercise Date, as defined below, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors of the Company from or an authorized committee of the Warrant Shares otherwise Board of Directors of the Company (the “Board”) to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under any plan, agreement or arrangement with employees of the Company); and, upon request of the Holder, the Board (or a representative thereof) shall, as promptly as reasonably practicable but in any event not later than 15 days after such request, notify the Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board has not made such a determination within the three-month period prior to the Exercise Date, as defined below, then (A) the Board shall make, and shall provide or cause to be received upon provided to the Holder notice of, a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Holder that it do so, and (B) the exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal pursuant to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iiithis subsection 3.1(b) by a combination of the foregoing, shall be delayed until such determination is made and notice thereof is provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.

Manner of Exercise. (a) This Warrant may only be exercised by at any time or from time to time, on any day which is not a Saturday, Sunday or holiday under the Holder hereof on laws of the State of New York, for all or after any part of the Exercise Date number of shares of Common Stock purchasable upon its exercise; provided, however, that this Warrant shall be void and on or prior to all rights represented hereby shall cease unless exercised before the Warrant Expiration Date, in accordance with the terms and conditions hereof. In order to exercise this Warrant, in whole or in part part, the holder hereof shall deliver to the Corporation at its principal place of business, or at such other office as the Corporation may designate by notice in writing, (but not as to fractional sharesi) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(aand (ii) hereof, accompanied by a written notice of such holder's election to exercise notice this Warrant substantially in the form of EXHIBIT A attached hereto and shall (i) pay to the Corporation by cashier's check made payable to the order of the Corporation or wire transfer of funds to an account designated by the Corporation an amount equal to the aggregate purchase price for all shares of Common Stock as Exhibit A to which this Warrant is exercised or (or ii) tender Trust Preferred Securities of CCC Capital Trust, a reasonable facsimile thereof) duly executed by Delaware business trust, valued at the Holderliquidation amount of such Trust Preferred Securities plus accrued but unpaid distributions on such Trust Preferred Securities, together with the payment of having a value equal to the aggregate Exercise Price purchase price for the number all shares of Common Stock as to which this Warrant Shares purchased upon is exercised. In lieu of such exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel holder may from time to time convert this Warrant document and shallWarrant, in the event of partial exercisewhole or in part, replace it with into a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form shares of Common Stock owned determined by dividing (a) the Holder (based on the aggregate Fair Market Value (as defined belowin Section 19 hereof) of such the shares of Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares or other securities otherwise to be received issuable upon exercise of this Warrant having an minus the aggregate Fair Market Value on Exercise Price as of the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iiib) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number one share of Warrant Shares being purchased by the HolderCommon Stock.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration DateHolder, in accordance with the its terms and conditions hereofconditions, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, into shares of Common Stock (the “Warrant Shares”), during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”)) on or before the Expiration Date, by surrender of this Warrant to the Company at its office maintained pursuant to under Section 10.2(a) hereof11.2(a), accompanied by a written an exercise notice (the “Exercise Notice”) in substantially the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Warrant Price. The Holder also shall have the right, at its election exercised in its sole discretion, when exercising the Warrant, in whole or in part, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price for Price, elect instead to receive upon such exercise the "Net Number" of shares of Common Stock determined according to the following formula (a "Cashless Exercise"): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A = the total number of Warrant Shares purchased that Holder is then purchasing. B = the Closing Price of the Common Stock on the trading day immediately preceding the date of the Exercise Notice. C = the Warrant Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. Anything to the contrary notwithstanding, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of this Warrant upon exercise of this Warrant. Upon surrender which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and the Holder’s affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of the Warrant or the unexercised or unconverted portion of any other of the Company’s securities subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the exercise of the portion of this WarrantWarrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Company Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock (“Ownership Limitation”). Beneficial ownership shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document be determined in accordance with Section 3.3. (b13(d) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for Securities Exchange Act of 1934 (the number of Warrant Shares being purchased “Exchange Act”), and Regulations 13D - G thereunder, provided, further, however, that the limitations on exercised may be waived by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may alsoupon, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal , not less than 61 days’ prior notice to the aggregate Exercise Price Company, and the provisions of the Warrant Shares being purchased exercise limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder; or (iii) by a combination , as may be specified in such notice of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holderwaiver).

Manner of Exercise. (a) This Warrant 1.2.1 The Holder may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereofexercise this Warrant, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrantpart, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by upon surrender of this Warrant with the form of subscription attached hereto duly executed to the Company at its corporate office maintained pursuant to Section 10.2(a) hereofin Glendale, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, Arizona 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, and upon compliance with and subject to the conditions set forth in this Warrant. 1.2.2 Upon receipt of this Warrant with the form of subscription duly executed and accompanied by payment of the aggregate Exercise Purchase Price for the Shares for which this Warrant is then being exercised, the Company shall cause to be issued certificates or other evidence of ownership, for the total number of whole Shares for which this Warrant 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 purchased upon exercise of this Warrant. Upon surrender of under this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with execute a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full the balance of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being that may be purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal and deliver such new Warrant to the aggregate Exercise Price 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, or 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 Shares being purchased by the Holder; or (iii) by a combination or of the foregoingShares 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 the time of 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 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 combined value Holder of all cash and this Warrant shall fail to make any such request, such failure shall not affect the Fair Market Value continuing obligations of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holderafford to such Holder any such rights.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as ------------------ on or before the Termination Date only by the holder of this Warrant surrendering to fractional shares) with respect to any portion of the Company, at its principal office, this Warrant, during together with the Company’s normal business hours on any day other than a Saturday exercise form attached to this Warrant duly executed by the holder and payment to the Company in the amount obtained by multiplying the Purchase Price by the number of shares of Stock designated in the exercise form. Payment may be made at the option of the Warrantholder, either (A) by cash or a Sunday (B) by bank wire transfer or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), C) by surrender of this Warrant to with instructions that the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached retain as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Purchase Price for the number of Warrant Shares purchased upon exercise determined as set forth in clause (ii) of this Warrantthe following paragraph (a "Cashless Exercise"). Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in ------------------ In the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. Cashless Exercise: (bi) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for holder shall receive the number of Warrant Shares being purchased determined by multiplying the Holder upon such exercise. (c) The aggregate Exercise Price for the total number of Warrant Shares being purchased may alsofor which the Cashless Exercise is made by a fraction, in the sole discretion numerator of which shall be the Holder, be paid in full or in part on a “cashless basis” at difference between the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Current Market Value Price (as defined below) per Share and the Purchase Price, and the denominator of which shall be the Current Market Price (determined as provided in this Section 4(a)) and (ii) the remaining Shares for which Cashless Exercise has been made shall be deemed to have been paid to the Company as the Purchase Price. For purposes of the above calculation, the Current Market Price of one share of Stock means: (i) the average of the reported closing prices of a share of Stock quoted on the Nasdaq National Market or on any exchange on which the shares of Stock are listed, whichever is applicable, for the five trading days immediately prior to the exercise date of this Warrant, (ii) if no such Common closing price is available, the average of the closing bid and asked prices of a share of Stock as quoted in the Over-the-Counter Market Summary for the five trading days immediately prior to the exercise date of this Warrant, or (iii) if the shares of Stock are not listed on the Nasdaq National Market or on any exchange as quoted in the Over-the-Counter Market, the fair market value per share of Stock as of the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased as determined by the Holder; or (iii) by a combination Company's Board of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the HolderDirectors in good faith.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or. (iiid) by For purposes of this Warrant, the term “Fair Market Value” means with respect to a combination particular date, the average closing price of the foregoingCommon Stock for the ten (10) trading days immediately preceding the applicable exercise herein as officially reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading, provided that or, if the combined value Common Stock is not listed or admitted to trading on any securities exchange as determined in good faith by resolution of all cash and the Board of Directors of the Company, based on the best information available to it. For purposes of illustration of a cashless exercise of this Warrant under Section 3.1(c), the calculation of such exercise shall be as follows: X = Y (A-B)/A where: X = the number of Warrant Shares to be issued to the Holder (rounded to the nearest whole share). Y = the number of Warrant Shares with respect to which this Warrant is being exercised. A = the Fair Market Value of any shares surrendered to the Company is at least equal to Common Stock. B = the aggregate Exercise Price for the number of Warrant Shares being purchased by the HolderPrice.

Manner of Exercise. The Holder may exercise this Warrant, in whole or in part, immediately, but not after the Expiration Date, during normal business hours on any Trading Day by surrendering this Warrant to the Company at the principal office of the Company, accompanied by a Warrant Exercise Form in substantially the form annexed hereto duly executed by the Buyer and by payment of the Warrant Exercise Price for the number of shares of Warrant Shares for which this Warrant is then exercisable, either (ai) This in immediately available funds, (ii) by delivery of an instrument evidencing indebtedness owing by the Company to the Holder in the appropriate amount, (iii) by authorizing the Company to retain shares of Common Stock which would otherwise be issuable upon exercise of this Warrant may only in accordance with Section 2.4 hereof or (iv) in a combination of (i), (ii) or (iii) above, provided, however, that in no event shall the Holder be exercised entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the Holder hereof to exceed 9.9% of the outstanding shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder subject to a limitation on conversion or after exercise analogous to the Exercise Date and on or limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. The Holder may waive the foregoing limitation by written notice to the Company upon not less than 61 days prior written notice (with such waiver taking effect only upon the expiration of such 61 day notice period). In the event that prior to the Expiration Date, (i) the Closing Sale Price of the Common Stock is greater than $1.25 plus the Warrant Exercise Price for ten (10) consecutive Trading Days ("Measurement Period"), (ii) no Event of Default has occurred, and (iii) the Warrant Shares can be issued to the Holder without any transfer restrictions, then the Company may deliver written notice to the Holder, not later than three (3) days after the last Trading Day of the Measurement Period, requiring the Holder to exercise the unexercised portion of this Warrant in full ("Exercise Demand Notice"). An Exercise Demand Notice shall not be valid unless delivered within such 3 day period. Upon receipt of the Exercise Demand Notice, the Holder shall within twenty (20) Trading Days exercise the unexercised portion of this Warrant in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant2.1. Upon surrender receipt of this Warrant, the Company shall cancel this Warrant document and shalla valid Exercise Demand Notice, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from that the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price is not exercised by delivery of the Warrant Shares being purchased by and Warrant Exercise Form within such twenty (20) Trading Day period, the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holdershall expire.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions holder hereof, in whole or in any part (but not including as to fractional shares) with respect to any portion fraction of this Warranta share), during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), Day until the Expiration Date by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereofWarrant, accompanied by a written exercise notice in with the form attached as Exhibit A to this Warrant of Subscription Notice at the end hereof (or a reasonable facsimile thereof) duly executed by such holder, to the HolderCompany, together with the accompanied by: (i) payment of the aggregate Exercise Price for the number Common Stock being purchased. Payment of Warrant Shares purchased upon exercise the Exercise Price shall be made, at the option of this Warrant. Upon surrender the holder hereof, either: (A) in cash or by certified or official bank check payable to the order of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full amount of the aggregate Exercise Price (or portion thereof being paid in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased this manner), (B) by the Holder upon such exercise. surrender of indebtedness of the Company (cprincipal and/or interest) The in an amount equal to the aggregate Exercise Price for the number of Warrant Shares (or portion thereof being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at this manner), (C) by the election of the Holder: (i) in the form surrender of Common Stock, including Common Stock owned by the Holder (based on the Fair obtained upon any previous exercise of this Warrant, having a Market Value (as defined belowhereinafter defined) as of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price (or portion thereof being paid in this manner), (D) by the surrender of other warrants of the Company, having a Warrant Shares being purchased by the Holder; or Value (iiias hereinafter defined) by a combination as of the foregoing, provided that the combined value date of all cash and the Fair Market Value of any shares surrendered to the Company is at least exercise equal to the aggregate Exercise Price (or portion thereof being paid in this manner), or (E) by any combination of the foregoing. In lieu of paying the Exercise Price in the foregoing manner, the holder hereof may, at its option, surrender to the Company all or a specified portion of this Warrant in exchange for a number of shares of Common Stock determined by dividing (1) the product of (i) the number of shares issuable upon exercise of this Warrant Shares being purchased or such specified portion (as the case may be) and (ii) the difference between the Market Value of the Common Stock as of the date of exercise AND THE EXERCISE PRICE, by (2) such Market Value. For purposes of the Holder.foregoing,

Manner of Exercise. (a) This Warrant The Holder may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereofexercise this Warrant, in whole or in part (part, immediately, but not as to fractional shares) with respect to any portion of this Warrantafter the Expiration Date, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized Trading Day by law to be closed (a “Business Day”), by surrender of surrendering this Warrant to the Company at its the principal office maintained pursuant to Section 10.2(a) hereofof the Company, accompanied by a written exercise notice Warrant Exercise Form in substantially the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) annexed hereto duly executed by the Holder, together with the Buyer and by payment of the aggregate Warrant Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number shares of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of which this Warrant Shares being purchased may alsois then exercisable, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: either (i) in immediately available funds, (ii) by delivery of an instrument evidencing indebtedness owing by the form Company to the Holder in the appropriate amount, (iii) by authorizing the Company to retain shares of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares which would otherwise to be received issuable upon exercise of this Warrant having an aggregate Fair Market Value in accordance with Section 2.4 hereof (provided, however, that as long as there is no Event of Default, the Holder may not exercise pursuant to this Section 2.1(iii): (x) until on the date of exercise equal to the aggregate Exercise Price of or after October 15, 2004, or (y) at any time that the Warrant Shares being purchased are registered and available for immediate sale pursuant to a registration statement that has been declared effective by the Holder; or staff of the Securities and Exchange Commission and is effective at such time of sale,) or (iv) in a combination of (i), (ii) or (iii) by above, provided, however, that in no event shall the Holder be entitled to exercise this Warrant for a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the Holder to exceed 9.9% of the outstanding shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. The Holder may waive the foregoing limitation by written notice to the Company upon not less than 61 days prior written notice (with such waiver taking effect only upon the expiration of such 61 day notice period). In the event that prior to the Expiration Date the Closing Sale Price of the Common Stock is above 200% of the Warrant Exercise Price for twenty (20) consecutive Trading Days ("Measurement Period"), than the Company may deliver written notice to the Holder, not later than three (3) days after the last Trading Day of the Measurement Period, requiring the Holder to exercise the unexercised portion of this Warrant in full ("Exercise Demand Notice"). An Exercise Demand Notice shall not be valid unless delivered within such 3 day period and a new Exercise Demand Notice may not be sent unless the Closing Sale Price is greater then 200% of the Warrant Exercise Price for twenty (20) consecutive Trading Days. Upon receipt of the Exercise Demand Notice, the Holder shall within twenty (20) Trading Days exercise the unexercised portion of this Warrant in accordance with this Section 2. 1. In the event that the Warrant is not exercised by delivery of the Warrant and Warrant Exercise Form within such 20 Trading Day period, the Warrant shall expire.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions holder hereof, in whole or (and not in part (but not as to fractional sharespart) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to subdivision (a) of Section 10.2(a) hereof6.2, accompanied by a written exercise notice subscription in substantially the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by such holder and accompanied by payment, in cash or by certified or official bank check payable to the Holder, together with the payment order of the aggregate Exercise Price for Company in the amount obtained by multiplying (b) the number of Warrant Shares purchased upon exercise shares of this WarrantCommon Stock ( without giving effect to any adjustment thereof) designated in such subscription by (c) the Initial Price, and such holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock (or Other Securities) determined as provided in Articles II through IV. Upon surrender In lieu of delivering the number of shares of Common Stock (or Other Securities) calculated under the previous sentence, the Company shall if requested by the holder of this Warrant, issue to the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise holder of this Warrant must be accompanied by payment in full upon exercise a number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock (or Other Securities) equal to the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for following, rounded to the nearest whole share: the quotient of (i) the product of (x) the number of Warrant Shares being purchased shares of Common Stock (or Other Securities) to be delivered under such previous sentence multiplied by the Holder Market Price of the Common Stock (or Other Securities) on the date of exercise minus (y) the aggregate amount the holder is required to pay to the Company as provided in such sentence upon such exercise. , divided by (cii) The aggregate Exercise the Market Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined belowor Other Securities) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by . If the Company from delivers shares of Common Stock (or Other Securities) under the Warrant Shares otherwise preceding sentence, then the holder shall not be required to be received upon make any payment in connection with the exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or (iii) by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the HolderWarrant.

Manner of Exercise. (a) This Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant, during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3. (b) Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such exercise. (c) The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or in part on a “cashless basis” If at the election of the Holder: (i) in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise); (ii) in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date time of exercise equal to hereof there is no effective registration statement registering, or the aggregate Exercise Price prospectus contained therein is not available for, the issuance of the Warrant Shares being purchased by to the Holder; or (iii) , then this Warrant may only be exercised, in whole or in part, at such time by means of a combination “cashless exercise” in which the Holder shall be entitled to receive a number of the foregoingWarrant Shares, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased quotient (X) obtained by the Holder.dividing [(A-B) (Y)] by (A), where: