Common use of Manner of Exercise Clause in Contracts

Manner of Exercise. From and after the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to 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 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, 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Date date hereof and until 5:00 p.m.P.M., New York time, on the Expiration Date, Holder the holder may exercise this Warrant, on any Business Day, Warrant for all or any part of the number of shares of Common Series C Preferred Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder the holder shall deliver to the Company at its principal office at 2281 2 California Plaza, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 1211, (i) a written notice of Holderthe holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Series C Preferred Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorneyon behalf of the holder. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, 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 the holder a certificate or certificates representing the aggregate number of full shares of Common Series C Preferred 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 Holder such holder shall request in the notice and shall be registered in the name of Holder the holder or, subject to Section 98, 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 the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash or cash, check or checks and/or securities, if any, and this Warrant, is are received by the Company as described above and all taxes required to be paid by Holderthe 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 the holder a new Warrant evidencing the rights of Holder the holder to purchase the unpurchased shares of Common Series C Preferred Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of Holderthe holder, appropriate notation may be made on this Warrant and the same returned to Holderthe holder. Notwithstanding any provision herein Payment of the Warrant Price shall be made at the option of the holder by cash, wire transfer to an account in a bank located in the United States designated for such purpose by the Company, or certified or official bank check, or by transfer to the contraryCompany of shares of Series B Preferred Stock or Series C Preferred Stock, or any combination thereof. In the event of the application shares of Series B Preferred Stock or Series C Preferred Stock to the payment of the Warrant Price, the Company amount to be credited to the payment of the Warrant Price shall not be required to register shares stated value per share (as described in the name Company's Certificate of Incorporation, as amended) plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared, to the date of such exercise, provided that no such credit shall be made with respect to any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrantsuch dividends if the holder of such shares held such shares on the record date therefor.

Manner of Exercise. From and after the Closing Date date hereof and ------------------ until 5:00 p.m.P.M., New York time, on the Expiration Date, Holder the holder may exercise this Warrant, on any Business Day, Warrant for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder the holder shall deliver to the Company at its principal office at 2281 2 California Plaza, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 1211, (i) a written notice of Holderthe 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 in cash or wire transfer or cashier's check drawn on a United States bank the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorneyon behalf of the holder. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, 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 the 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 Holder such holder shall request in the notice and shall be registered in the name of Holder the holder or, subject to Section 98, 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 the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash or cash, check or checks and/or securities, if any, and this Warrant, is are received by the Company as described above and all taxes required to be paid by Holderthe 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 the holder a new Warrant evidencing the rights of Holder the holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of Holderthe holder, appropriate notation may be made on this Warrant and the same returned to Holderthe holder. Notwithstanding any provision herein Payment of the Warrant Price shall be made at the option of the holder by cash, wire transfer to an account in a bank located in the United States designated for such purpose by the Company, or certified or official bank check, or by transfer to the contraryCompany of shares of Series B Preferred Stock or Series C Preferred Stock, or any combination thereof. In the event of the application shares of Series B Preferred Stock or Series C Preferred Stock to the payment of the Warrant Price, the Company amount to be credited to the payment of the Warrant Price shall not be required to register shares the Initial Stated Value per share, in the name case of any Person who acquired this Warrant (such application prior to the consummation of the Recapitalization, or part hereof) the Post-Recapitalization Stated Value per share, in the case of any such application after the consummation of the Recapitalization, in each case, plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared, to the date of such exercise, provided that no such credit shall be made with respect to any Warrant Stock otherwise than in accordance with this Warrantsuch dividends if the holder of such shares held such shares on the record date therefor.

Manner of Exercise. From Payment of the aggregate Option Price shall be made as described below. The exercise shall be made no sooner than 70 days following delivery by the Holder to Company of a “notice of intent” to exercise the Option. No sooner than 70 days following the receipt of such “notice of intent” and after upon the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for payment of all or any part a portion of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment Option Price and delivery of the Warrant Price in cash or wire transfer or cashier's check drawn on Election to Purchase, a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovewhich is attached hereto, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or shall cause to be executed issued and deliver or cause to be delivered within ten business days to or upon the written order of the Holder, and in such name or names as the Holder may designate, a certificate or certificates representing for the aggregate number of full shares Option Shares so purchased upon each exercise of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter providedthe Option. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as Holder shall request in the notice and shall be registered in the name of Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such Such certificate or certificates shall be deemed to have been issued, issued and Holder or any other Person person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, securities as of the date which is 61 days following surrender of the noticeOption (or if less than the entire Option is exercised, together with upon 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 new Option described below) and payment of the Option Price, as aforesaid, notwithstanding that the certificate or certificates representing Warrant Stock, deliver to Holder a new Warrant evidencing such securities shall not actually have been delivered or that the rights stock transfer books of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant Company shall in all other respects then be identical with this Warrant, orclosed. The Option shall be exercisable, at the request election of each Holder, appropriate notation either in full or from time to time in part and, in the event that a certificate evidencing the Option is exercised in respect of less than all of the Option Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining portion of the Option shall be issued by the Company to such Holder. Payment of the Option Price may be made on this Warrant and by either of the same returned to following, or a combination thereof, at the election of 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.:

Manner of Exercise. From Payment of the aggregate Option Price shall be made as described below. The exercise shall be made no sooner than 70 days following delivery by the Holder to Seller of a “notice of intent” to exercise the Option. No sooner than 70 days following the receipt of such “notice of intent” and after upon the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for payment of all or any part a portion of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment Option Price and delivery of the Warrant Price in cash or wire transfer or cashier's check drawn on Election to Purchase, a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovewhich is attached hereto, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or Seller shall cause to be executed issued and deliver or cause to be delivered within ten business days to or upon the written order of the Holder, and in such name or names as the Holder may designate, a certificate or certificates representing for the aggregate number of full shares Option Shares so purchased upon each exercise of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter providedthe Option. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as Holder shall request in the notice and shall be registered in the name of Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such Such certificate or certificates shall be deemed to have been issued, issued and Holder or any other Person person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, securities as of the date which is 61 days following surrender of the noticeOption (or if less than the entire Option is exercised, together with upon 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 new Option described below) and payment of the Option Price, as aforesaid, notwithstanding that the certificate or certificates representing Warrant Stock, deliver to Holder a new Warrant evidencing such securities shall not actually have been delivered or that the rights stock transfer books of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant Company shall in all other respects then be identical with this Warrant, orclosed. The Option shall be exercisable, at the request election of each Holder, appropriate notation either in full or from time to time in part and, in the event that a certificate evidencing the Option is exercised in respect of less than all of the Option Shares specified therein at any time prior to the Termination Date, a new certificate evidencing the remaining portion of the Option shall be issued by the Company to such Holder. Payment of the Option Price may be made on this Warrant and by either of the same returned to following, or a combination thereof, at the election of Holder. Notwithstanding any provision herein to the contrary: (i) Cash Exercise: cash, the Company shall not be required to register shares in the name of any Person who acquired this Warrant (bank or part hereof) cashiers check, or any Warrant Stock otherwise than in accordance with this Warrant.wire transfer;

Manner of Exercise. From and after the Closing Date and until 5:00 6:00 p.m., New York time, on the Expiration Date, the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the Holder shall deliver surrender this Warrant to the Company at its principal office at 2281 1▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) together with a written notice of the Holder's ’s election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) and shall be accompanied by payment of the Warrant Exercise Price in cash or wire transfer or cashier's ’s check drawn on a United States bank and (iii) this Warrantbank. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five three Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares 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 the Holder shall request in the notice and shall be registered in the name of the 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 the Holder or any other Person so designated to be named therein shall be deemed to have become a the holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or checks wire transfer of funds and this Warrant, is received by the Company as described above and all taxes required to be paid by the Holder, if any, pursuant to Section 2.2 prior to the issuance of such 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 the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Date date hereof and until 5:00 p.m.P.M., New York California time, on the Expiration Date, Holder but subject to SECTION 2.4, the holder may exercise this Warrant, on any Business Day, Warrant for all or any part of the number of shares of Common Warrant Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder the holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇4540 Valerio Street, Burbank, California 91505, or at the office or ag▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section Article 12, (i) a written notice of Holderthe holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Warrant Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit EXHIBIT A, duly executed by Holder or its agent or attorneyon behalf of the holder. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, 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 the holder a certificate or certificates representing the aggregate number of full shares of Common Warrant 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 Holder such holder shall request in the notice and shall be registered in the name of Holder the holder or, subject to Section Article 9, and such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares of Warrant Stock for all purposes, as of the date the notice, together with the cash or check or checks payment of the Warrant Price and this Warrant, is are received by the Company as described above and all taxes required to be paid by Holderthe holder, if any, pursuant to Section 2.2 prior to the issuance of such shares of Warrant Stock 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 the holder a new Warrant evidencing the rights of Holder the holder to purchase the unpurchased shares of Common Warrant Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of Holderthe holder, appropriate notation may be made on this Warrant and the same returned to Holderthe holder. Notwithstanding any provision herein Payment of the Warrant Price shall be made at the option of the holder by (1) cash, (2) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (3) certified or official bank check, (4) transfer to the contraryCompany of shares of Common Stock, including shares to be issued upon the exercise of this Warrant, or (5) any combination of payment under items (1), (2), (3) or (4). In the event of the application of shares of Common Stock to the payment of the Warrant Price, the Company amount to be credited to the payment of the Warrant Price for each share of Common Stock so applied shall not be required the average Market Price of the Common Stock for the ten Trading Day period ending on the Trading Day immediately prior to register shares in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrantpayment date.

Manner of Exercise. From and after the Closing Vesting Date unless cancelled prior to such date and until 5:00 p.m.P.M., New York City time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's ’s election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment by cash, check or bank draft payable to the Company of the Warrant Price in cash or by wire transfer or cashier's ’s check drawn on a United States bank for all shares then being purchased and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A1, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, 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 deliv­ered shall be, to the extent possible, in such denomination or denominations as Holder shall request in the notice and shall be registered in the name of Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or checks and this Warrant, is received Warrant has been exercised by payment to the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 prior to of the issuance of such shares have been paidWarrant Price. 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 Holder shall be entitled to exercise the request Warrant notwithstanding the commencement of Holder, appropriate notation may be made on this Warrant and any case under 11 U.S.C. § 101 et seq. (the same returned to Holder“Bankruptcy Code”). Notwithstanding any provision herein to In the contraryevent the Company is a debtor under the Bankruptcy Code, the Company shall not be required hereby waives to register shares the fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the name Holder’s exercise right. The Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the exercise of the Warrant. The Company agrees, without cost or expense to the Holder, to take or consent to any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrantand all action necessary to effectuate relief under 11 U.S.C. § 362.

Manner of Exercise. From and after the Closing Date date hereof and until 5:00 p.m.P.M., New York time, on the Expiration Date, Holder the holder may exercise this Warrant, on any Business Day, Warrant for all or any part of the number of shares of Common Series D Preferred Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder the holder shall deliver to the Company at its principal office at 2281 2 California Plaza, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 1211, (i) a written notice of Holderthe holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Series D Preferred Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorneyon behalf of the holder. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, 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 the holder a certificate or certificates representing the aggregate number of full shares of Common Series D Preferred 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 Holder such holder shall request in the notice and shall be registered in the name of Holder the holder or, subject to Section 98, 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 the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash or cash, check or checks and/or securities, if any, and this Warrant, is are received by the Company as described above and all taxes required to be paid by Holderthe 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 the holder a new Warrant evidencing the rights of Holder the holder to purchase the unpurchased shares of Common Series D Preferred Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of Holderthe holder, appropriate notation may be made on this Warrant and the same returned to Holderthe holder. Notwithstanding any provision herein Payment of the Warrant Price shall be made at the option of the holder by cash, wire transfer to an account in a bank located in the United States designated for such purpose by the Company, or certified or official bank check, or by transfer to the contraryCompany of shares of Series B Preferred Stock or Series D Preferred Stock, or any combination thereof. In the event of the application shares of Series B Preferred Stock or Series D Preferred Stock to the payment of the Warrant Price, the Company amount to be credited to the payment of the Warrant Price shall not be required to register shares stated value per share (as described in the name Company's Certificate of Incorporation, as amended) plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared, to the date of such exercise, provided that no such credit shall be made with respect to any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrantsuch dividends if the holder of such shares held such shares on the record date therefor.

Manner of Exercise. From and after the Closing Warrant Issuance Date and until 5:00 p.m.P.M., New York City time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment by cash, check or bank draft payable to the Company of the Warrant Price in cash or by wire transfer or cashier's check drawn on a United States bank or by the Holder's surrender of Warrant Stock (or the right to receive such number of shares) having an aggregate Market Price equal to the Warrant Price for all shares then being purchased and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit EXHIBIT A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, 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 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, together with the cash or check or checks and this Warrant, is received Warrant has been exercised by payment to the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 prior to of the issuance of such shares have been paidWarrant Price. 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 4801 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to 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 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, 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Issue Date and until 5:00 6:00 p.m., New York time, on the Expiration Date, the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the Holder shall deliver surrender this Warrant to the Company at its principal business office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) together with a written notice of the Holder's ’s election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) and shall be accompanied by payment of the Warrant Exercise Price (a) in cash or wire transfer or cashier's ’s check drawn on a United States bank and or (iiib) written direction to the Company to cancel a portion of this WarrantWarrant sufficient to satisfy the “cashless exercise” provisions of this Section 2.1. . Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five three Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares 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 the Holder shall request in the notice and shall be registered in the name of the 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 the Holder or any other Person so designated to be named therein shall be deemed to have become a the holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or checks wire transfer of funds (or direction to cancel a portion of this Warrant pursuant to the “cashless exercise” provisions) and this Warrant, Warrant is received by the Company as described above and all taxes required to be paid by the Holder, if any, pursuant to Section 2.2 prior to the issuance of such 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 the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. In lieu of payment of the Exercise Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Exercise Price for the number of shares of Warrant Stock as to which the Holder exercises this Warrant, determined by multiplying the number of shares of Warrant Stock as to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Market Price on the date of exercise and (ii) the Exercise Price then in effect. Payment by such cancellation is referred to herein as “cashless exercise.”

Manner of Exercise. From and after the Closing Issuance Date and until 5:00 p.m., New York Little Rock time, on the Expiration Date, the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the Holder shall deliver surrender this Warrant to the Company at its principal office at 2281 1▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) together with a written notice of the Holder's ’s election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) and shall be accompanied by payment of the Warrant Exercise Price in cash or wire transfer or cashier's ’s check drawn on a United States bank and (iii) this Warrantbank. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its his agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the 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 the Holder shall request in the notice and shall be registered in the name of the 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 the Holder or any other Person so designated to be named therein shall be deemed to have become a the holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or checks wire transfer of funds and this Warrant, Warrant is received by the Company as described above and all taxes required to be paid by the Holder, if any, pursuant to Section 2.2 prior to the issuance of such shares have been paid, provided that if the Warrant is exercised in connection with a merger, reorganization or other Fundamental Corporate Change, such exercise may be made conditional upon the consummation of such event. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant StockShares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. 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 part hereof) or any Warrant Stock Shares otherwise than in accordance with this Warrant.

Manner of Exercise. From and after At any time during the Closing Date and until 5:00 p.m.Exercise Period, New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunderhereunder provided, however, that the Company shall only be required to issue shares to the extent such shares are required to be available for issuance pursuant to Section 7; and provided, further, however, that for all purposes hereunder other than its direct exercise for shares of Common Stock (including but not limited to for purposes of Section 4.8 and 16), this Warrant shall be deemed to be exercisable for the full amount of shares of Common Stock represented by this Warrant, without regard to the number of shares of Common Stock available or set aside for issuance upon such exercise. In order to exercise this Warrant, in whole or in part, the Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇950 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ Michigan 48071, or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of the 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 in cash or wire transfer or cashier's check drawn on a United States bank the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its duly appointed agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares 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 the Holder shall request in the notice and shall be registered in the name of the 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 the Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or checks checks, if any, and this Warrant, is are received by the Company as described above and all taxes required to be paid by the Holder, if any, pursuant to Section 2.2 prior to the issuance of such 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 the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. Payment of the Warrant Price shall be made at the option of the Holder by (i) cash, (ii) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (iii) certified or official bank check, or (iv) any combination of the foregoing; provided, however, that the Holder shall have the right, at its election, in lieu of delivering the Warrant Price in cash, to instruct the Company in the form of Subscription Notice to retain, in payment of the Warrant Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of the aggregate Warrant Price of the shares as to which this Warrant is then being exercised divided by the Current Market Price.

Manner of Exercise. From and after the Closing Date date hereof and until 5:00 p.m.P.M., New York time, on the Expiration Date, Holder the holder may exercise this Warrant, on any Business Day, Warrant for all or any part of the number of shares of Common Series C Preferred Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder the holder shall deliver to the Company at its principal office at 2281 ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 1211, (i) a written notice of Holderthe holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Series C Preferred Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorneyon behalf of the holder. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, take any and all actions, including the filing of an Information Statement on Form 14C with the Commission, necessary to execute or cause to be executed and deliver or cause to be delivered to Holder the holder a certificate or certificates representing the aggregate number of full shares of Common Series C Preferred Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided, as soon as practicable after the receipt by the Company of a written notice of the holder's election to exercise this Warrant. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as Holder such holder shall request in the notice and shall be registered in the name of Holder the holder or, subject to Section 98, 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 the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash or cash, check or checks and/or securities, if any, and this Warrant, is are received by the Company as described above and all taxes required to be paid by Holderthe 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 the holder a new Warrant evidencing the rights of Holder the holder to purchase the unpurchased shares of Common Series C Preferred Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of Holderthe holder, appropriate notation may be made on this Warrant and the same returned to Holderthe holder. Notwithstanding any provision herein Payment of the Warrant Price shall be made at the option of the holder by cash, wire transfer to an account in a bank located in the United States designated for such purpose by the Company, or certified or official bank check, or by transfer to the contraryCompany of shares of Series B Preferred Stock or Series C Preferred Stock, or any combination thereof. In the event of the application shares of Series B Preferred Stock or Series C Preferred Stock to the payment of the Warrant Price, the Company amount to be credited to the payment of the Warrant Price shall not be required to register shares stated value per share (as described in the name Company's Certificate of Incorporation, as amended) plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared, to the date of such exercise, provided that no such credit shall be made with respect to any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrantsuch dividends if the holder of such shares held such shares on the record date therefor.

Manner of Exercise. From and after the Closing Date Date, and until 5:00 p.m.P.M., New York California time, on the Expiration DateDate (the “Exercise Period”), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Warrant Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the Holder shall deliver to the Company at its principal office or at 2281 an office or agency designated by the Company, (i) an original written notice of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's ’s election to exercise this Warrant, which notice shall specify the number of shares of Common Warrant Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank as provided herein, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five three Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares of Common Warrant 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 the Holder shall request in the notice and shall be registered in the name of the Holder or, subject to Section 9, or such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a holder Holder of record of such shares for all purposes, as of the date when the notice, together with the cash or check or checks payment of the Warrant Price 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 paidabove. 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 the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, or at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. Notwithstanding any provision herein Payment of the Warrant Price may be made at the option of the Holder by: (i) certified or official bank check payable to the contraryorder of the Company, or (ii) wire transfer to the Company shall not be required to register account of the Company. All shares in of Common Stock issuable upon the name exercise of any Person who acquired this Warrant (or part hereof) or any pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Stock otherwise than in accordance with this WarrantPrice, shall be fully paid and nonassessable.

Manner of Exercise. From (a) Subject to Sections 3.02(b) and after 3.03, prior to the Closing Date and until 5:00 p.m., New York time, earlier of (x) the close of business on the Expiration Date and (y) the close of business on the Business Day prior to the Redemption Date, Warrants may be exercised by a Holder may exercise this Warrantin full or in part, on any Business DayDay (the “Exercise Date”), for all or any part by (i) (x) delivery to the Warrant Agent at its office of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrantrelated Warrant Certificate, in whole the case of Warrants issued in certificated form, (y) delivery of the Warrant through the procedures of the Warrant Agent in the case of Warrants represented through the Company’s direct registration system or the Warrant Agent’s other book-entry procedures or (z) delivery of the Warrant through the systems of the Depositary, in part, Holder shall deliver the case of Warrants issued in global form; (ii) delivery to the Warrant Agent of an election to purchase Warrant Shares in the applicable form included in Exhibit A (an “Exercise Notice”), duly completed and signed by the Holder; (iii) payment by check payable to the order of the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at or by wire transfer of immediately available funds to an account of the office or agency Company (as designated by the Company by notice in writing to the Holders pursuant to Section 12, (i8.04) a written notice of Holder's election in an amount equal to exercise this Warrant, which notice shall specify the Exercise Price multiplied by the number of shares Warrants so exercised; provided that if any of Common Stock to be purchased(i), (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice above has occurred on or after the close of business on any day, it shall instead be deemed to have occurred on the immediately following Business Day; and provided further that the Exercise Date shall be substantially in the form first Business Day on which all of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) aboveabove have occurred, as determined by the Company in consultation with the Warrant Agent. (b) In the case of a Global Warrant, any Person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in Section 3.04(a)(i), (ii) and (iii) above through the relevant Agent Member in accordance with the procedures of the Depositary. If the Warrants are received or deemed to be received after the earlier of (x) the close of business on the Expiration Date and (y) the close of business on the Business Day prior to the Redemption Date, the Company shall, exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder as promptly soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. (c) In the case of a Global Warrant, whenever some but not all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of this Agreement, such Global Warrant shall be surrendered by the Holder to the Warrant Agent, which shall cause an adjustment to be made to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofore represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Holder or its nominee or custodian. (d) In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of this Agreement, the Holder shall be entitled, at the request of the Holder, to receive from the Company within a reasonable time, and in any event within five not exceeding ten (10) Business Days thereafterDays, execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates representing new Definitive Warrant in substantially identical form for 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, Warrants equal to the extent possible, in number of Warrants theretofore represented by such denomination or denominations as Holder shall request in Definitive Warrant less the notice and shall be registered in the name number of Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrants then exercised. (e) If a 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, 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 Certificate shall have been exercised in partfull, the Company shallWarrant Agent shall promptly cancel such certificate following its receipt from the Holder or the Depositary, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to Holder as applicable. (f) If a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called Shelf Registration Statement is not effective at any time or from time to time 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 contraryreason, the Company right to exercise Warrants shall not be required to register shares automatically suspended until such Common Stock Shelf Registration Statement becomes effective as specified in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this WarrantSection 5.01.

Manner of Exercise. From and after the Closing Second Funding Date and until 5:00 p.m.P.M., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 271 Route 46 West, Fairfield, New Jersey 07004, or at ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company y pursuant to Section 12, (i) a written notice of Holder's of 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 in cash or Cash Or by wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, 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 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, 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 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 part pail hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Date and until At any time prior to 5:00 p.m.P.M., New York California time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or cash, by wire transfer or cashier's check drawn on a United States bank or by the Holder's surrender of Warrant Stock (or the right to receive such number of shares) having an aggregate Market Price equal to the Warrant Price for all shares being purchased and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five three (3) 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 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, 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 part hereof) or any Warrant Stock otherwise than in accordance with this warrant. The Holder shall be entitled to exercise the Warrant notwithstanding the commencement of any case under 11 U.S.C. ss. 101 ET SEQ. (the "Bankruptcy Code"). In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 in respect of the Holder's exercise right. The Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 in respect of the exercise of the Warrant. The Company agrees, without cost or expense to the Buyer, to take or consent to any and all action necessary to effectuate relief under 11 U.S.C. ss. 362.

Manner of Exercise. From and after the Closing Date date hereof and until 5:00 p.m.P.M., New York time, on the Expiration Date, Holder the holder may exercise this Warrant, on any Business Day, Warrant for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder the holder shall deliver to the Company at its principal office at 2281 ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 1211, (i) a written notice of Holderthe 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 in cash or wire transfer or cashier's check drawn on a United States bank the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorneyon behalf of the holder. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, 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 the 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 Holder such holder shall request in the notice and shall be registered in the name of Holder the holder or, subject to Section 98, 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 the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash or cash, check or checks and/or securities, if any, and this Warrant, is are received by the Company as described above and all taxes required to be paid by Holderthe 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 the holder a new Warrant evidencing the rights of Holder the holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of Holderthe holder, appropriate notation may be made on this Warrant and the same returned to Holderthe holder. Notwithstanding any provision herein Payment of the Warrant Price shall be made at the option of the holder by cash, wire transfer to an account in a bank located in the United States designated for such purpose by the Company, or certified or official bank check, or by transfer to the contraryCompany of shares of Series B Preferred Stock or Series C Preferred Stock, or any combination thereof. In the event of the application shares of Series B Preferred Stock or Series C Preferred Stock to the payment of the Warrant Price, the Company amount to be credited to the payment of the Warrant Price shall not be required to register shares the Initial Stated Value per share, in the name case of any Person who acquired this Warrant (such application prior to the consummation of the Recapitalization, or part hereof) the Post-Recapitalization Stated Value per share, in the case of any such application after the consummation of the Recapitalization, in each case, plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared, to the date of such exercise, provided that no such credit shall be made with respect to any Warrant Stock otherwise than in accordance with this Warrantsuch dividends if the holder of such shares held such shares on the record date therefor.

Manner of Exercise. From and after the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇Suite 100, ▇▇ ▇▇▇▇▇▇▇Knoxville, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ Tennessee 37922 or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) to the extent such exercise is not being effected through a Cashless Exercise, payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to 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 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, 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.. Simultaneously with the exercise of this Warrant, payment in full of the Warrant Price may be made, at the option of the Holder, (i) by payment of the Warrant Price in cash or by wire transfer or cashier's check drawn on a United States bank, (ii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any

Manner of Exercise. From and after 5.1. The Warrant may be exercised by the Closing 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 delivery of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver Warrant to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇office, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) together with a written notice duly executed copy 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 in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end Notice of this Warrant Exercise attached hereto as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt to the chief financial officer of the items referred Company at its principal offices and the payment to the Company of an amount equal to the aggregate of the Series D Exercise Price for all of the Warrant Shares being purchased, in clauses immediately available cash funds. 5.2. Unless otherwise agreed in writing by the Parties, the closing of each such Exercise Notice shall occur no later than three (i3) TASE trading days after the date of delivery of such Exercise Notice (the “Warrant Closing Date”), at which time Holder shall pay its Exercise Price to the Company by wire transfer and the Company shall issue the Warrant Shares and transfer to its registration company (iithe “Registration Company”) all the documents and information required in order to deposit the Warrant Shares in Holder’s account (which details shall be provided to the Company in the Exercise Notice) and (iii) aboveshall cause the Registration Company to register such deposit; if and when issued in accordance with the provisions hereof, the Company shallWarrant Shares shall be listed for trading on the TASE and, as promptly as practicablesubject to the provisions of Section 3.7 of the Agreement, and in any event within five Business Days thereafter, execute on Nasdaq. 5.3. No fractional shares or cause scrip representing fractional shares shall be issued upon exercise of this Warrant. As 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, Warrant Share which the Holder would otherwise be entitled to the extent possible, in purchase upon such denomination or denominations as Holder shall request in the notice and shall be registered in the name of Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash 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 partexercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the time of delivery of the certificate Series D Exercise Price 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 round up to the contrary, the Company shall not be required to register shares in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrantnext whole share.

Manner of Exercise. From and after At any time during the Closing Date and until 5:00 p.m.Exercise Period, New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. hereunder provided, however, that the Company shall only be required to issue shares to the extent such shares are required to be available for issuance pursuant to Section 7; and provided, further, however, that for all purposes hereunder other than its direct exercise for shares of Common Stock (including but not limited to for purposes of Section 4.8 and 16), this Warrant shall be deemed to be exercisable for the full amount of shares of Common Stock represented by this Warrant, without regard to the number of shares of Common Stock available or set aside for issuance upon such exercise.. In order to exercise this Warrant, in whole or in part, the Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇950 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ Michigan 48071, or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of the 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 in cash or wire transfer or cashier's check drawn on a United States bank the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its duly appointed agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares 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 the Holder shall request in the notice and shall be registered in the name of the 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 the Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or checks checks, if any, and this Warrant, is are received by the Company as described above and all taxes required to be paid by the Holder, if any, pursuant to Section 2.2 prior to the issuance of such 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 the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. Payment of the Warrant Price shall be made at the option of the Holder by (i) cash, (ii) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (iii) certified or official bank check, or (iv) any combination of the foregoing; provided, however, that the Holder shall have the right, at its election, in lieu of delivering the Warrant Price in cash, to instruct the Company in the form of Subscription Notice to retain, in payment of the Warrant Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of the aggregate Warrant Price of the shares as to which this Warrant is then being exercised divided by the Current Market Price.

Manner of Exercise. From and after At any time during the Closing Date and until 5:00 p.m.Exercise Period, New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. hereunder provided, however, that the Company shall only be required to issue shares to the extent such shares are required to be available for issuance pursuant to Section 7; and provided, further, however, that for all purposes hereunder other than its direct exercise for shares of Common Stock (including but not limited to for purposes of Section 4.8 and 16), this Warrant shall be deemed to be exercisable for the full amount of shares of Common Stock represented by this Warrant, without regard to the number of shares of Common Stock available or set aside for issuance upon such exercise.. In order to exercise this Warrant, in whole or in part, the Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇950 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ Michigan 48071, or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of the 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 in cash or wire transfer or cashier's check drawn on a United States bank the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its duly appointed agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares 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 the Holder shall request in the notice and shall be registered in the name of the 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 the Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with payment of the cash or check or checks and this Warrant, is received Warrant Price 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.representing

Manner of Exercise. From and after the Closing Date date hereof and until 5:00 p.m.P.M., New York time, on the Expiration Date, Holder the holder may exercise this Warrant, on any Business Day, Warrant for all or any part of the number of shares of Common Series D Preferred Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder the holder shall deliver to the Company at its principal office at 2281 ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 1211, (i) a written notice of Holderthe holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Series D Preferred Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorneyon behalf of the holder. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, 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 the holder a certificate or certificates representing the aggregate number of full shares of Common Series D Preferred 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 Holder such holder shall request in the notice and shall be registered in the name of Holder the holder or, subject to Section 98, 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 the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash or cash, check or checks and/or securities, if any, and this Warrant, is are received by the Company as described above and all taxes required to be paid by Holderthe 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 the holder a new Warrant evidencing the rights of Holder the holder to purchase the unpurchased shares of Common Series D Preferred Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of Holderthe holder, appropriate notation may be made on this Warrant and the same returned to Holderthe holder. Notwithstanding any provision herein Payment of the Warrant Price shall be made at the option of the holder by cash, wire transfer to an account in a bank located in the United States designated for such purpose by the Company, or certified or official bank check, or by transfer to the contraryCompany of shares of Series B Preferred Stock or Series D Preferred Stock, or any combination thereof. In the event of the application shares of Series B Preferred Stock or Series D Preferred Stock to the payment of the Warrant Price, the Company amount to be credited to the payment of the Warrant Price shall not be required to register shares stated value per share (as described in the name Company's Certificate of Incorporation, as amended) plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared, to the date of such exercise, provided that no such credit shall be made with respect to any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrantsuch dividends if the holder of such shares held such shares on the record date therefor.

Manner of Exercise. From and after the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇916 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) to the extent such exercise is not being effected through a Cashless Exercise, payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, A duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to 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 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, 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. Simultaneously with the exercise of this Warrant, payment in full of the Warrant Price may be made, at the option of the Holder, (i) by payment of the Warrant Price in cash or by wire transfer or cashier's check drawn on a United States bank, (ii) by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any certificate(s) evidencing the Warrants (the "WARRANT CERTIFICATE") presented in connection with a Cashless Exercise of a Warrant or Warrants (represented by one or more Warrant Certificates), and without payment of the Warrant Price in cash, for such number of shares equal to the product of (1) the number of shares for which such Warrant is exercisable with payment in cash of the Warrant Price as of the date of exercise and (2) the Cashless Exercise Ratio or (iii) by any combination of (i) and (ii). For purposes of this Agreement, the "CASHLESS EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of the Current Market Price per share of the Common Stock on the date of exercise over the Warrant Price per share as of the date of exercise and the denominator of which is the Current Market Price per share of the Common Stock on the date of exercise. An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "CASHLESS EXERCISE." Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the Holder's option to elect a Cashless Exercise, the number of shares deliverable upon a Cashless Exercise shall be equal to the Cashless Exercise Ratio multiplied by the product of (a) the number of Warrants that the Holder specifies is to be exercised pursuant to a Cashless Exercise and (b) the number of shares for which such Warrant is then exercisable (without giving effect to the Cashless Exercise option). All provisions of this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby.

Manner of Exercise. From and after the Closing Vesting Date of any Warrants and until 5:00 p.m., New York City time, on the later to occur of (a) the Expiration Date, and (b) the 30th day after the Vesting Date of such Warrants (or, if such date is not a business day, the next succeeding business day), a Holder may exercise this Warrantany of such Warrants, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunderthereunder. In order to exercise this a Warrant, in whole or in part, a Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12Warrant Agent's Principal Office, (i1) a written notice of such Holder's election to exercise this such Warrant, which notice shall specify include the number of shares and class of Common Stock to be purchased, (ii2) payment in immediately available funds or certified cashiers or official bank check or checks in each case in United States dollars of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank for the account of the Company and (iii3) this such Warrant. Such notice shall be substantially in the form of the subscription Election to Purchase Form set forth on the reverse side of the form appearing at the end of this Warrant Certificate attached as Exhibit AA hereto, duly executed by such Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company Warrant Agent shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to such Holder a an executed 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 such Holder or, subject to Section 9, or such other name as shall be designated in the such notice. This A Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the such notice, together with the cash immediately available funds or certified cashiers or official bank check or checks in United States dollars and this such Warrant, is received by the Company Warrant Agent as described above and all taxes required to be paid by such Holder, if any, pursuant to Section 2.2 4.3 prior to the issuance of such shares have been paid. If this any Warrant shall have been exercised in part, the Company Warrant Agent shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to the Holder a new Warrant evidencing the rights of such Holder to purchase the unpurchased shares of Common Stock called for by this such Warrant, which new Warrant shall in all other respects be identical with this Warrantthe Warrant exercised in part, or, at the request of such Holder, appropriate notation may be made on this such exercised Warrant and the same returned to such Holder. Notwithstanding any provision herein to the contrary, the Company Warrant Agent shall not be required to register shares in the name of any Person who acquired this a Warrant (or part hereofthereof) or any Warrant Stock otherwise than in accordance with such Warrant and this WarrantWarrant Agreement. Payment of the Warrant Price shall be made at the option of the Holder in immediately available funds or by certified or official bank check or any combination thereof, duly executed by such Holder or by such Holder's attorney duly authorized in writing.

Manner of Exercise. From and after the Closing Date date that is six (6) months after the date of issuance hereof and until 5:00 p.m.P.M., New York time, on the Expiration DateDate (the "Exercise Period"), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Warrant Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of HolderH▇▇▇▇▇'s election to exercise this Warrant, which notice shall specify the number of shares of Common Warrant Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank as provided herein, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five three Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares of Common Warrant 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 the Holder shall request in the notice and shall be registered in the name of the Holder or, subject to Section 9, or such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a holder Holder of record of such shares for all purposes, as of the date when the notice, together with the cash or check or checks payment of the Warrant Price 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 paidabove. 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 the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, or at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. Notwithstanding any provision herein Payment of the Warrant Price may be made at the option of the Holder by: (i) certified or official bank check payable to the contraryorder of the Company, (ii) wire transfer to the account of the Company or (iii) the surrender and cancellation of a portion of shares of Common Stock then held by the Holder or issuable upon such exercise of this Warrant, which shall not be required to register valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Current Market Price of the Common Stock. All shares in of Common Stock issuable upon the name exercise of any Person who acquired this Warrant (or part hereof) or pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable and not subject to any Warrant Stock otherwise than in accordance with this Warrantpreemptive rights.

Manner of Exercise. From and after the Closing Warrant Issuance Date and until 5:00 p.m.P.M., New York City time, on the Expiration Date, Holder Holder, subject to the Vesting Schedule, may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment by cash, check or bank draft payable to the Company of the Warrant Price in cash or by wire transfer or cashier's check drawn on a United States bank for all shares then being purchased and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A1, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, 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 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, together with the cash or check or checks and this Warrant, is received Warrant has been exercised by payment to the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 prior to of the issuance of such shares have been paidWarrant Price. 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 Holder shall be entitled to exercise the request Warrant notwithstanding the commencement of Holder, appropriate notation may be made on this Warrant and any case under 11 U.S.C. ss. 101 et seq. (the same returned to Holder"Bankruptcy Code"). Notwithstanding any provision herein to In the contraryevent the Company is a debtor under the Bankruptcy Code, the Company shall not be required hereby waives to register shares the fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 in respect of the name Holder's exercise right. The Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 in respect of the exercise of the Warrant. The Company agrees, without cost or expense to the Holder, to take or consent to any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrantand all action necessary to effectuate relief under 11 U.S.C. ss. 362.

Manner of Exercise. From At any time or from time to time from and after the Closing Date date hereof and until 5:00 p.m.P.M., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 . (▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorneyHolder. Upon receipt of the items referred to specified in clauses (i), (ii) and (iii) abovethe second preceding sentence, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, shall execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, be in such denomination or denominations as Holder shall request in the notice and shall be registered in the name of Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.all

Manner of Exercise. From and after the Closing Issuance Date and until 5:00 p.m., New York timeEastern Standard Time, on the Expiration Date, the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder, subject to the further restriction in the next paragraph. In order to exercise this Warrant, in whole or in part, the Holder shall deliver surrender this Warrant to the Company at its principal office at 2281 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) together with a written notice of the Holder's ’s election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) and shall be accompanied by payment of the Warrant Exercise Price in cash or wire transfer or cashier's ’s check drawn on a United States bank and (iii) this Warrantbank. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its his agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the 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 the Holder shall request in the notice and shall be registered in the name of the 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 the Holder or any other Person so designated to be named therein shall be deemed to have become a the holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or checks wire transfer of funds and this Warrant, Warrant is received by the Company as described above and all taxes required to be paid by the Holder, if any, pursuant to Section 2.2 prior to the issuance of such shares have been paid, provided that if the Warrant is exercised in connection with a merger, reorganization or other Fundamental Corporate Change, such exercise may be made conditional upon the consummation of such event. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant StockShares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. 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 part hereof) or any Warrant Stock Shares otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Date and until 5:00 6:00 p.m., New York time, on the Expiration Date, the Holder may exercise this Warrant, on any Business Trading Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the Holder shall deliver surrender this Warrant to the Company at its principal office at 2281 1▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) together with a written notice of the Holder's ’s election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) and shall be accompanied by payment of the Warrant Exercise Price in cash or wire transfer or cashier's ’s check drawn on a United States bank bank; provided, however, that if, on the date of such notice, all of the Warrant Shares are not eligible for resale to the public pursuant to a Registration Statement filed with the Commission and (iii) declared effective pursuant to the Securities Act, then at the option of the Holder the Exercise Price may be paid by written direction to the Company to cancel a portion of this WarrantWarrant sufficient to satisfy the “cashless exercise” provisions of this Section 2.1. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five three Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares 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 the Holder shall request in the notice and shall be registered in the name of the 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 the Holder or any other Person so designated to be named therein shall be deemed to have become a the holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or checks wire transfer of funds (or direction to cancel a portion of this Warrant pursuant to the “cashless exercise” provisions) and this Warrant, Warrant is received by the Company as described above and all taxes required to be paid by the Holder, if any, pursuant to Section 2.2 prior to the issuance of such 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 StockShares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. 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 part hereof) or any Warrant Stock Shares otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Funding Date and until 5:00 p.m.P.M., New York City time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part in increments of the number of 10,000 shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇Littleton, ▇▇ ▇▇▇▇▇▇▇Massachusetts 01460, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or by wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five ten (10) 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 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, 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 StockShares, 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 part hereof) or any Warrant Stock Shares otherwise than in accordance with this Warrant.

Manner of Exercise. (i) From and after the Closing Date and date hereof until 5:00 p.m.P.M., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 1211, (ia) 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, (iib) this Warrant, (c) payment of the Warrant Price in cash by certified or wire transfer or cashier's official bank check drawn on from Holder, unless the Holder is making a United States bank cashless exercise pursuant to Section 2.1(iv) herein, and (iiid) this Warrantif the Holder is making a cashless exercise pursuant to Section 2.1(iv) herein, a statement indicating its intent to make such exercise. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit ASchedule A hereto, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), . (ii) and (iii) aboveUpon 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, exercise 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, or such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash 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 the 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. (iii) Fractional shares of Common Stock will not be issued upon the exercise of this Warrant. Notwithstanding any provision herein In lieu of fractional shares that would have been issued but for the immediately preceding sentence, the Holder, at its option, will be entitled to receive cash equal to the contraryCurrent Market Price of such fraction of a share of Common Stock on the trading day immediately preceding the Exercise Date, or may purchase a whole share of Common Stock at the Company shall not be required Current Market Price less the price of such fractional share. (iv) In lieu of paying the Warrant Price in cash, Holder may elect to register receive shares in of the name Company's Common Stock equal to the value of any Person who acquired this Warrant (or part hereofthe portion thereof being exercised), in which event the Company shall issue to Holder the number of shares of the Company's Common Stock computed using the following formula: X = Y (A-B) or any Warrant Stock otherwise than in accordance with this Warrant.A Where:

Manner of Exercise. (a) From and after the Closing Date date of issuance hereof and until 5:00 p.m.11:59 P.M., New York time, on the Expiration DateDate (the “Exercise Period”), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Warrant Stock purchasable hereunder. . (b) In order to exercise this Warrant, in whole or in part, the Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's ’s election to exercise this Warrant, which notice shall specify the number of shares of Common Warrant Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank as provided herein, and (iii) upon exercise of this Warrant in full, this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five three Business Days thereafter, electronically transmit the Common Stock issuable upon exercise hereof to the Holder, by crediting the account of the Holder’s prime broker with Depository Trust Company (“DTC”) through its Deposit Withdrawal at Custodian (“DWAC”) system using the Fast Automated Securities Transfer (“FAST”) program. The parties agree to coordinate with DTC to accomplish this objective. In lieu of such electronic delivery through DWAC, the Company shall, to the extent requested by the Holder or required by law, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares of Common Warrant Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter providedexercise hereof. The time periods for delivery of physical certificates evidencing the Warrant Shares are the same as those described above. Any stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as the Holder shall request in the notice and shall be registered in the name of the Holder or, subject to Section 9, or such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a holder Holder of record of such shares for all purposes, as of the date when the notice, together with the cash or check or checks and this Warrant, notice to exercise 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 paidabove. 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, if not effected using book entry as described below, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, or at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. (c) Payment of the Warrant Price may be made at the option of the Holder: (i) by certified or official bank check payable to the order of the Company, (ii) by wire transfer to the account of the Company, or (iii) by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the closing sale price on the Trading Day immediately preceding the date of such election; (B) = the Current Warrant Price of this Warrant, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise. Notwithstanding any provision anything herein to the contrary, on the Company shall not be required to register shares in the name of any Person who acquired Expiration Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2.1(c). (or part hereofd) or All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable and not subject to any Warrant Stock otherwise than in accordance with this Warrantpreemptive rights.

Manner of Exercise. From and after the Closing Warrant Issuance Date and until 5:00 p.m.P.M., New York Joplin, Missouri time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall shall: (a) deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 1213, (i) a written notice of Holder's ’s election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment by cash, check or bank draft payable to the Company of the Warrant Price in cash or by wire transfer or cashier's ’s check drawn on a United States bank for all shares then being purchased and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A1, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, 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 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, together with the cash or check or checks and this Warrant, is received Warrant has been exercised by payment to the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 prior to of the issuance of such shares have been paidWarrant Price. 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 Holder shall be entitled to exercise the request Warrant notwithstanding the commencement of Holder, appropriate notation may be made on this Warrant and any case under 11 U.S.C. § 101 et seq. (the same returned to Holder“Bankruptcy Code”). Notwithstanding any provision herein to In the contraryevent the Company is a debtor under the Bankruptcy Code, the Company shall not be required hereby waives to register shares the fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the name Holder’s exercise right. The Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the exercise of the Warrant. The Company agrees, without cost or expense to the Holder, to take or consent to any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrantand all action necessary to effectuate relief under 11 U.S.C. § 362.

Manner of Exercise. From (a) Subject to Sections 3.02(b) and after 3.03, prior to the Closing Date and until earlier of (x) 5:00 p.m., p.m. New York time, City time on the Expiration Date and (y) 5:00 p.m. New York City time on the Business Day prior to the Redemption Date, Warrants may be exercised by a Holder may exercise this Warrantin full or in part, on any Business DayDay (the “Exercise Date”), by (i) (x) delivery to the Warrant Agent at its office of the related Warrant Certificate, in the case of Warrants issued in certificated form, or (y) delivery of the Warrant through the systems of the Depositary, in the case of Warrants issued in global form; (ii) delivery to the Warrant Agent of an election to purchase Warrant Shares in the applicable form included in Exhibit A (an “Exercise Notice”), duly completed and signed by the Holder, which election form shall indicate whether such Holder is exercising the Over-Exercise Option (if before 5:00 p.m. New York City time on the Over- Exercise Termination Date) or the Over-Subscription Privilege (if after 5:00 p.m. New York City time on the Over-Exercise Termination Date); (iii) for all exercises prior to 5:00 p.m. New York City Time on the Over- Exercise Termination Date, either, at the Holder’s election, (x)(A) payment by check payable to the order of the Company or any part by wire transfer of immediately available funds to an account of the Company (as designated by the Company by notice in writing to the Holders pursuant to Section 8.04) in an amount equal to the Exercise Price multiplied by the number of Warrants so exercised (rounded to the nearest cent. with half a cent being rounded upwards) or (B) surrendering notes of an applicable series of Designated Notes (with a principal amount of $1,000 or any whole multiple thereof) with a stated aggregate principal amount (regardless of the then current market value of such Designated Notes), excluding any accrued and unpaid interest, if any, as of the applicable date of surrender, in an amount at least equal to the Exercise Price multiplied by the number of Warrants so exercised (provided that notwithstanding anything to the contrary in this Warrant Agreement or the Warrants, for this purpose of this clause (iii)(x)(B), each principal amount of $1,000 of Designated Notes shall be deemed to be equal to the aggregate Exercise Price in respect of 81 Warrants) (rounded to the nearest cent, with half a cent being rounded upwards), and (y) if the Over-Exercise Option is validly exercised, the Over- Exercise Price multiplied by the number of Warrants being so exercised (the amount pursuant to this clause (iii)(y) being payable, at the Holder’s election, by payment by check or wire transfer as aforesaid or by surrendering additional Designated Notes), in each case subject, in the case of Designated Notes held through the Depositary, to the Depositary’s applicable procedures and the relevant Holder effecting, or arranging for, the transfer of such Designated Notes through the Depositary’s deposit and withdrawal at custodian (DWAC) system; (iv) for exercises from and after 5:00 p.m. New York City Time on the Over-Exercise Termination Date, payment by check payable to the order of the Company or by wire transfer of immediately available funds to an account of the Company (as designated by the Company by notice in writing to the Holders pursuant to Section 8.04) in an amount equal to the sum of (x) the Exercise Price multiplied by the number of Warrants so exercised (rounded to the nearest cent. with half a cent being rounded upwards); and (y) if the Holder is exercising the Over-Subscription Privilege, the Elected Over-Subscription Shares Amount. Any excess payments received, including payments for additional shares of Common Stock purchasable hereunder. In order a Holder requested to exercise this Warrant, in whole or in part, Holder shall deliver purchase pursuant to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Over- Subscription Privilege but which were not allocated to such Holder, ▇▇▇▇▇ ▇▇▇will be returned, ▇▇ ▇▇▇▇▇▇▇without interest, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇promptly following the settlement date for exercises of Warrants during the Over-Subscription Period, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice provided that if any 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 in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii), (iii) or (iv) above has occurred on or after the close of business on any day, it shall instead be deemed to have occurred on the immediately following Business Day; and provided further that the Exercise Date shall be the first Business Day on which all of (i), (ii), (iii) and (iv) above have occurred, as determined by the Company in consultation with the Warrant Agent. (b) In the case of a Global Warrant, any Person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in Section 3.04(a)(i), (ii), (iii) and (iv) above through the relevant Agent Member in accordance with the procedures of the Depositary, except in the case of transactions described in clause (iii)(B), in which case such requirements shall be satisfied in accordance with the protocol set forth on Exhibit B of the Warrant Certificate, or in accordance with such other procedures as shall be agreed by the Company and the Warrant Agent. All principal of the Designated Notes surrendered pursuant to Section 3.04(a)(iii)(B) in excess of the Exercise Price multiplied by the number of Warrants so exercised shall be forfeited to the Company by the Holder surrendering such Designated Notes and shall not be refunded to such Holder. (c) If a Designated Note is surrendered after a record date and on or before the immediately succeeding interest payment date with respect to such Designated Note, interest will be paid with respect to the principal balance of the Designated Note as of the record date in accordance with the applicable indenture. No additional accrued and unpaid interest will be paid on any Designated Notes surrendered pursuant to Section 3.04(a)(iii)(B). (d) If the Warrants are received or deemed to be received after the earlier of (x) 5:00 p.m. New York City time on the Expiration Date and (y) 5:00 p.m. New York City time on the Business Day prior to the Redemption Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Holder as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. (e) In the case of a Global Warrant, whenever some but not all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of this Agreement, such Global Warrant shall be surrendered by the Holder to the Warrant Agent, which shall cause an adjustment to be made to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofore represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Holder or its nominee or custodian. (f) In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of this Agreement, the Holder shall be entitled, at the request of the Holder, to receive from the Company within a reasonable time, and in any event not exceeding ten (10) Business Days, a new Definitive Warrant in substantially identical form for the number of Warrants equal to the number of Warrants theretofore represented by such Definitive Warrant less the number of Warrants then exercised. (g) If a Warrant Certificate shall have been exercised in full, the Warrant Agent shall promptly cancel such certificate following its receipt from the Holder or the Depositary, as applicable. (h) Notwithstanding the foregoing, or anything in Section 8.03 to the contrary, (i) in the event the Depositary will be able to accommodate the Over-Subscription Privilege, the Company shall have the right, in its sole discretion, to elect to cause the exercise of the Over- Subscription Privilege under this Agreement to be conducted through the Depositary and in accordance with the procedures of the Depositary after written notice to the Warrant Agent or (ii) the Company and the Warrant Agent may mutually agree to alter, waive, revise, adjust, change or modify any requirements, time periods or other mechanics of the process of exercising the Warrants. In the case of any such change pursuant to clause (i) or clause (ii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to Holder shall issue a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon press release describing 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, process change to the extent possible, in such denomination process change will affect the way any Holder must act to exercise their Warrant. (i) If a Common Stock Shelf Registration Statement is not effective at the Exercise Date or denominations as Holder shall request in the notice and shall be registered in the name of Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash 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 prospectus relating to the issuance of such shares have been paidWarrant Shares is not current, the Holders will be able to exercise their Warrants only on a net share settled basis pursuant to the exemption from the registration requirements of the Securities Act under Section 3(a)(9) and as described in Section 3.05(c). (j) Any principal amount of Designated Notes surrendered to exercise warrants which is in excess of the exercise price (including any Over-Exercises) and less than $1,000 shall be forfeited to the Company. If this Warrant shall have been exercised in partthe excess is equal to or greater than $1,000, the Company shall, at the time will return any notes in multiples 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 $1,000 principal amount. (k) The exercise of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than Over-Subscription Privilege shall made in accordance with this Warrantthe protocol set forth on Exhibit C of the Warrant Certificate, or in accordance with such other procedures as shall be agreed by the Company and the Warrant Agent. If such procedures are not followed, the exercise of such Over-Subscription Privilege may not be valid.

Manner of Exercise. From and after the Closing Warrant Issuance Date unless cancelled prior to such date and until 5:00 p.m.P.M., New York City time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's ’s election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment by cash, check or bank draft payable to the Company of the Warrant Price in cash or by wire transfer or cashier's ’s check drawn on a United States bank for all shares then being purchased and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A1, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, 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 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, together with the cash or check or checks and this Warrant, is received Warrant has been exercised by payment to the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 prior to of the issuance of such shares have been paidWarrant Price. 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 Holder shall be entitled to exercise the request Warrant notwithstanding the commencement of Holder, appropriate notation may be made on this Warrant and any case under 11 U.S.C. § 101 et seq. (the same returned to Holder“Bankruptcy Code”). Notwithstanding any provision herein to In the contraryevent the Company is a debtor under the Bankruptcy Code, the Company shall not be required hereby waives to register shares the fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the name Holder’s exercise right. The Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the exercise of the Warrant. The Company agrees, without cost or expense to the Holder, to take or consent to any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrantand all action necessary to effectuate relief under 11 U.S.C. § 362.

Manner of Exercise. From and after the Closing Warrant Issuance Date and until 5:00 p.m.P.M., New York City time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment by cash, check or bank draft payable to the Company of the Warrant Price in cash or by wire transfer or cashier's check drawn on a United States bank or to the extent permitted under Section 2.5 by the Holder's surrender of Warrant Stock (or the right to receive such number of shares) having an aggregate Market Price equal to the Warrant Price for all shares then being purchased and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit EXHIBIT A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five three (3) 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 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, together with the cash or check or checks and this Warrant, is received Warrant has been exercised by payment to the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 prior to of the issuance of such shares have been paidWarrant Price. 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Date date that is six (6) months after the date of issuance hereof and until 5:00 p.m.P.M., New York time, on the Expiration DateDate (the "Exercise Period"), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Warrant Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder▇▇▇▇▇▇'s election to exercise this Warrant, which notice shall specify the number of shares of Common Warrant Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank as provided herein, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five three Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares of Common Warrant 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 the Holder shall request in the notice and shall be registered in the name of the Holder or, subject to Section 9, or such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a holder Holder of record of such shares for all purposes, as of the date when the notice, together with the cash or check or checks payment of the Warrant Price 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 paidabove. 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 the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, or at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. Notwithstanding any provision herein Payment of the Warrant Price may be made at the option of the Holder by: (i) certified or official bank check payable to the contraryorder of the Company, (ii) wire transfer to the account of the Company or (iii) the surrender and cancellation of a portion of shares of Common Stock then held by the Holder or issuable upon such exercise of this Warrant, which shall not be required to register valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Current Market Price of the Common Stock. All shares in of Common Stock issuable upon the name exercise of any Person who acquired this Warrant (or part hereof) or pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable and not subject to any Warrant Stock otherwise than in accordance with this Warrantpreemptive rights.

Manner of Exercise. From and after the Closing Date and until 5:00 6:00 p.m., New York time, on the Expiration Date, the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the Holder shall deliver surrender this Warrant to the Company at its principal office at 2281 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) together with a written notice of the Holder's ’s election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) and shall be accompanied by payment of the Warrant Exercise Price in cash or wire transfer or cashier's ’s check drawn on a United States bank and (iii) this Warrantbank. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. Alternatively, at the election of the Holder, such Holder may pay the Exercise Price for the Common Stock for which this Warrant has been exercised by surrendering its rights to receive a portion of the Common Stock purchasable hereunder having a fair market value (as determined using the Market Price on the date the Holder’s election notice is received by the Company) equal to the aggregate Exercise Price for the Common Stock for which this Warrant is being exercised, in which case the Holder will receive the difference between (i) the number of shares of Common Stock to which such Holder would otherwise be entitled upon such exercise, minus (ii) the number of shares of Common Stock the rights to which have been so surrendered. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five three Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares 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 the Holder shall request in the notice and shall be registered in the name of the 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 the Holder or any other Person so designated to be named therein shall be deemed to have become a the holder of record of such shares for all purposes, as of the date the notice, together with the any required cash or check or checks wire transfer of funds and this Warrant, Warrant is received by the Company as described above and all taxes required to be paid by the Holder, if any, pursuant to Section 2.2 prior to the issuance of such 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 the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Date and until 5:00 p.m., New York The Option may be exercised from time to time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver by written notice to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Committee, ▇▇▇▇▇ ▇▇▇delivered to AFC to the person designated in Section 11 of this Option Agreement, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated signed by the Company pursuant to Section 12, (i) a written notice of Holder's election Optionee or the person or persons eligible to exercise this Warrant, which the Option under Section 6 hereof. Such notice shall specify state the number of shares Shares with respect to which the Option is being exercised and the Exercise Price as to such Shares, and shall include such written covenants, agreements and representations as may from time to time be necessary or desirable in order to ensure compliance with applicable laws, regulations of governmental authorities and the requirements of any exchange or stock market upon which the Common Stock to be purchased, (ii) payment of the Warrant Price in cash is traded or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrantlisted. Such notice shall be substantially accompanied by payment in full of the Exercise Price for the number of Shares as to which the Option is being exercised as provided in the form of the subscription form appearing at the end of this Warrant Plan. As soon as Exhibit Apracticable after such notice and payment shall have been received, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and AFC shall 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 Shares with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, respect to which the extent possible, in such denomination or denominations as Holder shall request in the notice and shall be registered Option was exercised in the name of Holder the person or persons exercising the Option; provided, however, that AFC, in its sole discretion, may permit Shares to be held in book-entry form. Payment of the Exercise Price shall be made in cash, or, subject to Section 9in whole or in part, such other name as through the surrender of Shares, which Shares shall be designated valued at Fair Market Value (as defined in the noticePlan) on the date of exercise of the Option. This Warrant The Optionee or other person entitled to exercise the Option shall not be entitled to any rights as a stockholder with respect to Shares being acquired pursuant to the exercise of the Option unless and until the acquisition of such Shares shall have been recorded on the official stock transfer records of AFC. No adjustments shall be deemed made for dividends or distributions or other rights for which the record date is prior to have been exercised and the recording of such certificate or certificates acquisition except as provided in Section 10 hereof. In the event the Option shall be deemed to have been issued, and Holder or exercised by any person other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or checks and this Warrant, is received than by the Company as described above and all taxes required to be paid by Holder, if any, Optionee pursuant to Section 2.2 prior 6 or 8 hereof, the notice of exercise of the Option shall be accompanied by proof satisfactory to the issuance Committee of the right of such shares have been paidperson to exercise the Option. If this Warrant All Shares that shall have been exercised in part, be acquired upon the Company shall, at the time of delivery exercise 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 Option as provided herein shall in all other respects be identical with this Warrant, or, at the request of Holder, appropriate notation may be made on this Warrant fully paid 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrantnonassessable.

Manner of Exercise. From and after At any time during the Closing Date and until 5:00 p.m.Exercise Period, New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇950 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ Michigan 48071, or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of the 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 in cash or wire transfer or cashier's check drawn on a United States bank the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its duly appointed agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares 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 the Holder shall request in the notice and shall be registered in the name of the 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 the Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or checks checks, if any, and this Warrant, is are received by the Company as described above and all taxes required to be paid by the Holder, if any, pursuant to Section 2.2 prior to the issuance of such 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 the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. Payment of the Warrant Price shall be made at the option of the Holder by (i) cash, (ii) wire transfer to an account in a bank located in the United States designated for such purpose by the Company, (iii) certified or official bank check, or (iv) any combination of the foregoing; provided, however, that the Holder shall have the right, at its election, in lieu of delivering the Warrant Price in cash, to instruct the Company in the form of Subscription Notice to retain, in payment of the Warrant Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of the aggregate Warrant Price of the shares as to which this Warrant is then being exercised divided by the Current Market Price.

Manner of Exercise. From and after the Closing Date issuance hereof and until 5:00 p.m.P.M., New York time, on the Expiration DateDate (the “Exercise Period”), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock Warrant Shares purchasable hereunder. In order to exercise this Warrant, in whole or in part, the Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's ’s election to exercise this Warrant, which notice shall specify the number of shares of Common Stock Warrant Shares to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and as provided herein, (iii) this Warrant, and (iv) an opinion of counsel in form and substance reasonably satisfactory to the Company that registration of the Warrant Shares under the US Securities Act or any state securities laws is not required. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five three Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares of Common Stock Warrant Shares 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 the Holder shall request in the notice and notice, shall be registered in the name of the Holder or, subject to Section 9, or such other name as shall be designated in the noticenotice and shall bear a legend in the form provided for in Section 4.8 of the Purchase Agreement provided that, in the case of any exercise of this Warrant after May •, 2009, the Canadian portion of such legend will not be required. 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 Holder of record of such shares for all purposes, as of the date when the notice, together with the cash or check or checks payment of the Warrant Price 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 paidabove. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant StockShares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, or at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. Notwithstanding any provision herein Payment of the Warrant Price may be made at the option of the Holder by: (i) certified or official bank check payable to the contraryorder of the Company or (ii) wire transfer to the account of the Company. All Common Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable and not subject to any pre-emptive rights. The exercise of the Warrants will be subject to compliance with applicable laws including, to the extent applicable, the Company shall not be required to register shares in Competition Act (Canada), the name Investment Canada Act, and the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrant1976, as amended.

Manner of Exercise. From and after the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's ’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 in cash or wire transfer or cashier's ’s check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to 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 the Holder shall request in the notice and shall be registered in the name of the 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, together with the cash or check or checks wire transfer of funds and this Warrant, is received by the Company as described above and all taxes required to be paid by the Holder, if any, pursuant to Section 2.2 prior to the issuance of such 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 the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Exercise Date and until 5:00 p.m., New York California time, on the Expiration Date, the Holder may exercise this Warrant, the Warrant on any Business DayDays, for all or any part of the number of 127,147 shares (subject to adjustment as provided hereunder) of Common Stock then purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇Four Embarcadero Cent▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election Hold▇▇'▇ ▇lection to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank the manner specified below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or Hold▇▇ ▇▇ its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates representing the aggregate number of full shares of Outstanding 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, together with the cash or check or checks payment as set forth below, and this Warrant, is Warrant are 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 paidpaid or agreed to be paid when finally determined. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery Payment 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 Price 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrantby check.

Manner of Exercise. From The Holder may at any time and from time to time, from and after the Closing Date and until 5:00 p.m.P.M., New York City time, on the Expiration Date, Holder may exercise this Warrantthe Warrants evidenced by a Warrant Certificate, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunderthereunder. In order to exercise this Warrantthe Warrants, in whole or in part, a Holder shall deliver to the Company at its principal office at 2281 7400 Texas Commerce Tower, 600 ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇tention: Thom▇▇ ▇. ▇▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of such Holder's election to exercise this Warrantthe Warrants, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank the manner provided below, and (iii) this Warrantthe Warrant Certificate or Warrant Certificates evidencing the Warrants. Such notice shall be substantially in the form of the subscription form of election to purchase appearing at the end of this the Warrant Certificate as Exhibit A, duly executed by such Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five three (3) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to such 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 The Warrants shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or checks representing payment of the Warrant Price and this Warrantthe Warrant Certificate or Warrant Certificates, is received by the Company as described above and all taxes required to be paid by such Holder, if any, pursuant to Section 2.2 2.3 prior to the issuance of such shares have been paid. If this the Warrants evidenced by a Warrant Certificate shall have been exercised in partexercised, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to Holder a new Warrant Certificate evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for represented by this Warrantthe old Warrant Certificate, which new Warrant Certificate shall in all other respects be identical with this Warrant, or, at the request of Holder, appropriate notation may be made on this old Warrant and the same returned to HolderCertificate. 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 any Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this WarrantAgreement. Payment of the Warrant Price shall be made at the option of the Holder (i) by certified or official bank check or (ii) if such Holder shall then be a lender under the DeepTech Note, by such Holder's applying as credit, on a dollar-for-dollar basis, an amount of outstanding principal and accrued interest due under the DeepTech Note equal to the Warrant Price, such request to be evidenced by delivery of the DeepTech Note to the Company together with written instructions to the Company setting forth the amount of such credit and authorizing the Company to cancel the DeepTech Note and, in the event there is still principal outstanding under the DeepTech Note, to issue a replacement promissory note or notes to the holder of the DeepTech Note in accordance with such instructions or (iii) in immediately available funds or (iv) any combination thereof.

Manner of Exercise. From and after the Closing Date and until 5:00 6:00 p.m., New York time, on the Expiration Date, the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the Holder shall deliver surrender this Warrant to the Company at its principal office at 2281 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) together with a written notice of the Holder's ’s election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) and shall be accompanied by payment of the Warrant Exercise Price in cash or wire transfer or cashier's ’s check drawn on a United States bank and (iii) this Warrantbank. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the 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 the Holder shall request in the notice and shall be registered in the name of the 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 the Holder or any other Person so designated to be named therein shall be deemed to have become a the holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or checks wire transfer of funds and this Warrant, Warrant is received by the Company as described above and all taxes required to be paid by the Holder, if any, pursuant to Section 2.2 prior to the issuance of such 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 the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may (a) To exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the such other office or agency designated by the Company pursuant by written notice to Section 12the Holder (i) this Warrant, (iii) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased and the denominations of the share certificate or certificates desired, and (iii) payment of the Exercise Price with respect to such shares. Such payment may be made, at the option of the Holder, by cash, money order, certified or bank cashier's check or wire transfer. (i) In lieu of the exercise of this Warrant as provided in (a) above, the Warrant (or any portion thereof) may, at the election of the Holder, be converted into the nearest whole number of shares of Common Stock determined as follows: N(FMV - EP) S=------------- FMV where S = the number of shares to be purchased, issued N = the number of Warrant Shares issuable upon the exercise of the Warrant (or portion thereof) to be so converted. FMV = Fair Market Value per share on the date of conversion. EP = the Exercise Price in effect on the date of conversion. (ii) payment The conversion rights provided under this paragraph may be exercised in whole or in part and at any time and from time to time while any portion of the Warrant Price remains outstanding. In order to exercise the conversion privilege, the Holder shall deliver to the Company or its office as stated in cash or wire transfer or cashier's check drawn on a United States bank and (iiia) above (i) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), and (ii) a written notice of the Holder's election to exercise its conversion rights, which notice shall specify the portion of the Warrant to be converted pursuant to this paragraph and the denominations of the share certificate or certificates desired. The Warrant (iiior so much thereof as shall have been surrendered for conversion) above, shall be deemed to have been converted immediately prior to the close of business on the date the notice is delivered to the Company. (c) The Company shall, as promptly as practicable, practicable and in any event within five Business Days seven days thereafter, execute and deliver or cause to be executed and deliver or cause to be delivered to Holder delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exerciseto which the Holder is entitled as a result of its exercise pursuant to 1.2(a) or the conversion pursuant to 1.2(b), together with cash in lieu of any fraction fractions of a share, share as hereinafter providedprovided in Section 1.4. The stock share certificate or certificates so delivered shall be, to the extent possible, be in such denomination or denominations as Holder may be specified in such notice or, if such notice shall request in not specify denominations, as the notice Company may determine, and shall be registered issued in the name of Holder or, subject to Section 9, such other name as shall be designated in the noticeHolder. This Warrant shall be deemed to have been exercised and such 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 for all purposes to have become a holder of record of such shares for all purposesshares, as of the date the notice, together with the cash or check or checks aforementioned notice and this Warrant, payment (if applicable) 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 paidCompany. If this Warrant shall have been exercised in partfor only a portion of the Warrant Shares, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stockcertificates, deliver to the Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrantremaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same which shall then be returned to the Holder. Notwithstanding any provision herein to the contrary, the The Company shall not be required to register shares pay all expenses, taxes and other charges payable in connection with the name preparation, issuance and delivery of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrantshare certificates and new Warrants.

Manner of Exercise. From and after the Closing Date date hereof and until 5:00 p.m.P.M., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 11825 North ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇ at the ▇▇ ▇▇▇ office or agency designated by the Company pursuant to Section 129, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, 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 96, 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, 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. Payment of the Warrant Price shall be made at the option of the Holder by (i) certified or official bank check, (ii) surrender of shares of Common Stock having an aggregate Current Market Price on the date of surrender equal to the Warrant Price, (iii) surrender of Warrants representing the right to purchase a number of shares of Common Stock that have an aggregate Current Market Price on the date of surrender equal to the sum of (A) the Warrant Price plus (B) the Current Warrant Price multiplied by the number of shares of Common Stock for which the Warrants so surrendered are exercisable or (iv) any combination of the foregoing. Any Warrants or shares of Common Stock so surrendered shall be duly endorsed by or accompanied by appropriate instruments of transfer duly executed by Holder or by Holder's attorney duly authorized in writing.

Manner of Exercise. From and after 90 days after the Closing Date (the "Special Date") and until 5:00 p.m., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In the event that the Company consolidates or merges with or into another Person (where the Company is not the survivor or where there is a change in or distribution with respect to the Common Stock of the Company), sells, conveys, transfers or otherwise dispose of all or substantially all its property, assets or business to another Person, or effectuates a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of on or prior to the Special Date, this Warrant shall expire. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Freeway, ▇▇▇▇▇ ▇▇▇Suite 500, ▇▇ ▇▇▇▇▇▇▇Dallas, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇TX 75201, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) to the extent such exercise is not being effected through a Cashless Exercise, payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to 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 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, 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. Simultaneously with the exercise of this Warrant, payment in full of the Warrant Price shall be made, at the option of the Holder, (i) by payment of the Warrant Price in cash or by wire transfer or cashier's check drawn on a United States bank, (ii) through a net exercise without payment of the Warrant Price in cash by providing notice to the Company of the Holder's election to receive a number of shares of Common Stock in a Cashless Exercise equal to the product of (1) the number of shares for which such Warrant is exercisable with payment in cash of the Warrant Price as of the date of exercise and (2) the Cashless Exercise Ratio or (iii) by any combination of clauses (i) and (ii). For purposes of this Agreement, the "CASHLESS EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of the Current Market Price per share of the Common Stock on the date of exercise over the Current Warrant Price as of the date of exercise, and the denominator of which is the Current Market Price per share of the Common Stock on the date of exercise. An exercise of a Warrant in accordance with clause (ii) above is herein called a "CASHLESS EXERCISE." Following a Cashless Exercise, this Warrant shall be canceled in all respects with regard to (a) the number of shares of Common Stock issued in accordance with the Cashless Exercise PLUS (b) the number of shares used as consideration for the Cashless Exercise.

Manner of Exercise. (a) From and after the Closing Original Issue Date and until 5:00 p.m.P.M., New York time, on the Expiration Date, the Holder may of this Warrant may, from time to time, exercise this Warrant, on any Business Day, for all or any part of the number of up to 5,312,500 shares of Common Stock purchasable hereunderStock. In order to exercise this Warrant, in whole or in part, the Holder shall (i) deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) Designated Office a written notice of the Holder's election to exercise this WarrantWarrant (an "Exercise Notice"), which notice Exercise Notice shall be irrevocable and specify the number of shares of Non-Voting Common Stock and/or Voting Common Stock to be purchased, together with this Warrant and (ii) payment of pay to the Company the Warrant Price in cash or wire transfer or cashier's check drawn (the date on a United States bank which both such delivery and (iii) this Warrantpayment shall have first taken place being hereinafter sometimes referred to as the "Exercise Date"). Such notice Exercise Notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit Annex A, duly executed by the Holder or its duly authorized agent or attorney. For the avoidance of doubt, subject to the other conditions set forth in Sections 2.1(b), 2.1(c) or elsewhere herein, the Holder may, at its sole discretion, exercise the Warrant for shares of Voting Common Stock, shares of Non-Voting Common Stock or any combination thereof. (b) Upon receipt by the Company of the items referred to in clauses (i)such Exercise Notice, (ii) Warrant and (iii) abovepayment, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute (or cause to be executed executed) and deliver (or cause to be delivered delivered) to the 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 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 notice Exercise Notice and shall be registered in the name of the Holder or, subject to Section 98 below, such other name as shall be designated in the noticeExercise Notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date Exercise Date. Notwithstanding the noticeforegoing, together with in the cash event that the rules of any stock exchange or check automatic quotation system on which the Company's Common Stock is then listed, traded 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 quoted requires shareholder approval prior to the issuance of any or all of the Warrant Stock (or the conversion of Non-Voting Common Stock into Voting Common Stock), the Company shall issue on the Exercise Date the maximum number of shares of Warrant Stock that can be issued without shareholder approval, without regard to any shares of Warrant Stock otherwise required to be issued in excess of such maximum number of shares of Warrant Stock, and shall promptly after receipt of such shareholder approval issue the balance of the number of shares of Warrant Stock for which this Warrant has been exercised. The Company shall use its reasonable best efforts to obtain such shareholder approval as soon as reasonably possible, including, without limitation, filing all proxy statements or information statements, necessary or convenient to obtain such consent. (c) Notwithstanding anything to the contrary contained herein, prior to the issuance of the Warrant Stock or, in the event that the Warrant Stock is Non-Voting Common Stock, the Voting Common Stock issuable upon exchange of such Warrant Stock, the Holder or its permitted assigns on the one hand, and the Company on the other hand, shall have been paidsatisfied any and all applicable legal or regulatory requirements for conversion, including compliance with the HSR Act and FCC requirements. The Company shall use its reasonable best efforts in cooperating with such Holder to obtain such legal or regulatory approvals to the extent its cooperation is necessary. The Company shall pay all necessary filing fees and reasonable out-of-pocket expenses to obtain such legal or regulatory approvals. (d) Payment of the Warrant Price shall be made at the option of the Holder by one or more of the following methods: (i) by delivery of a certified or official bank check in the amount of such Warrant Price payable to the order of the Company, (ii) by instructing the Company to withhold a number of shares of Warrant Stock then issuable upon exercise of this Warrant with an aggregate Fair Value equal to such Warrant Price (the "Share Withholding Option"), (iii) by surrendering to the Company, Notes previously acquired by the Holder with an aggregate fair market value equal to such Warrant Price; it being understood that the fair market value of the Note shall be its principal amount plus any accrued interest to that day, or (iv) by surrendering to the Company shares of Common Stock previously acquired by the Holder with an aggregate Fair Value equal to such Warrant Price. In the event of any withholding of Warrant Stock or surrender of Notes or Common Stock pursuant to clause (ii), (iii) or (iv) above where the number of shares whose Fair Value (as measured on the Exercise Date) is equal to the Warrant Price is not a whole number, the number of shares withheld by or surrendered to the Company shall be rounded up to the 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. Notwithstanding any provision herein to the contrary, the Company shall not be required to register shares of Common Stock in the name of any Person who acquired this Warrant (or part hereof) or any shares of Warrant Stock otherwise than in accordance with this Warrant. (e) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stockthe shares of Common Stock being issued, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which . Such new Warrant shall in all other respects be identical with to this Warrant. (f) Subject to Section 2.1(g), all Warrants delivered for exercise shall be canceled by the Company. (g) Notwithstanding anything to the contrary in this Warrant, orif, at the request time that the Holder of Holder, appropriate notation may be made on this Warrant and the same returned elects to Holder. Notwithstanding any provision herein to the contraryexercise this Warrant, in whole or in part, the Company does not have a sufficient number of authorized and issued shares of Non-Voting Common Stock sufficient to permit such Holder to receive a complete allotment of Non-Voting Common Stock pursuant its election under Section 2.1(a), such election shall not be required deemed to register be for a number of shares in of Non-Voting Common Stock equal to the name number of any Person who acquired this Warrant (or part hereof) or any Warrant shares of Non-Voting Common Stock otherwise than in accordance with this Warrantthen authorized but unissued by the Company.

Manner of Exercise. (a) From and after the Closing Original Issue Date and until 5:00 p.m.P.M., New York time, on the Expiration Date, the Holder may of this Warrant may, from time to time, exercise this Warrant, on any Business Day, for all or any part of the number of up to 5,625,000 shares of Common Stock purchasable hereunderStock. In order to exercise this Warrant, in whole or in part, the Holder shall (i) deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) Designated Office a written notice of the Holder's election to exercise this WarrantWarrant (an "Exercise Notice"), which notice Exercise Notice shall be irrevocable and specify the number of shares of Non-Voting Common Stock and/or Voting Common Stock to be purchased, together with this Warrant and (ii) payment of pay to the Company the Warrant Price in cash or wire transfer or cashier's check drawn (the date on a United States bank which both such delivery and (iii) this Warrantpayment shall have first taken place being hereinafter sometimes referred to as the "Exercise Date"). Such notice Exercise Notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit Annex A, duly executed by the Holder or its duly authorized agent or attorney. For the avoidance of doubt, subject to the other conditions set forth in Sections 2.1(b), 2.1(c) or elsewhere herein, the Holder may, at its sole discretion, exercise the Warrant for shares of Voting Common Stock, shares of Non-Voting Common Stock or any combination thereof. (b) Upon receipt by the Company of the items referred to in clauses (i)such Exercise Notice, (ii) Warrant and (iii) abovepayment, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute (or cause to be executed executed) and deliver (or cause to be delivered delivered) to the 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 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 notice Exercise Notice and shall be registered in the name of the Holder or, subject to Section 98 below, such other name as shall be designated in the noticeExercise Notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date Exercise Date. Notwithstanding the noticeforegoing, together with in the cash event that the rules of any stock exchange or check automatic quotation system on which the Company's Common Stock is then listed, traded 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 quoted requires shareholder approval prior to the issuance of any or all of the Warrant Stock (or the conversion of Non-Voting Common Stock into Voting Common Stock), the Company shall issue on the Exercise Date the maximum number of shares of Warrant Stock that can be issued without shareholder approval, without regard to any shares of Warrant Stock otherwise required to be issued in excess of such maximum number of shares of Warrant Stock, and shall promptly after receipt of such shareholder approval issue the balance of the number of shares of Warrant Stock for which this Warrant has been exercised. The Company shall use its reasonable best efforts to obtain such shareholder approval as soon as reasonably possible, including, without limitation, filing all proxy statements or information statements, necessary or convenient to obtain such consent. (c) Notwithstanding anything to the contrary contained herein, prior to the issuance of the Warrant Stock or, in the event that the Warrant Stock is Non-Voting Common Stock, the Voting Common Stock issuable upon exchange of such Warrant Stock, the Holder or its permitted assigns on the one hand, and the Company on the other hand, shall have been paidsatisfied any and all applicable legal or regulatory requirements for conversion, including compliance with the HSR Act and FCC requirements. The Company shall use its reasonable best efforts in cooperating with such Holder to obtain such legal or regulatory approvals to the extent its cooperation is necessary. The Company shall pay all necessary filing fees and reasonable out-of-pocket expenses to obtain such legal or regulatory approvals. (d) Payment of the Warrant Price shall be made at the option of the Holder by one or more of the following methods: (i) by delivery of a certified or official bank check in the amount of such Warrant Price payable to the order of the Company, (ii) by instructing the Company to withhold a number of shares of Warrant Stock then issuable upon exercise of this Warrant with an aggregate Fair Value equal to such Warrant Price (the "Share Withholding Option"), (iii) by surrendering to the Company, Notes previously acquired by the Holder with an aggregate fair market value equal to such Warrant Price; it being understood that the fair market value of the Note shall be its principal amount plus any accrued interest to that day, or (iv) by surrendering to the Company shares of Common Stock previously acquired by the Holder with an aggregate Fair Value equal to such Warrant Price. In the event of any withholding of Warrant Stock or surrender of Notes or Common Stock pursuant to clause (ii), (iii) or (iv) above where the number of shares whose Fair Value (as measured on the Exercise Date) is equal to the Warrant Price is not a whole number, the number of shares withheld by or surrendered to the Company shall be rounded up to the 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. Notwithstanding any provision herein to the contrary, the Company shall not be required to register shares of Common Stock in the name of any Person who acquired this Warrant (or part hereof) or any shares of Warrant Stock otherwise than in accordance with this Warrant. (e) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stockthe shares of Common Stock being issued, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which . Such new Warrant shall in all other respects be identical with to this Warrant. (f) Subject to Section 2.1(g), all Warrants delivered for exercise shall be canceled by the Company. (g) Notwithstanding anything to the contrary in this Warrant, orif, at the request time that the Holder of Holder, appropriate notation may be made on this Warrant and the same returned elects to Holder. Notwithstanding any provision herein to the contraryexercise this Warrant, in whole or in part, the Company does not have a sufficient number of authorized and issued shares of Non-Voting Common Stock sufficient to permit such Holder to receive a complete allotment of Non-Voting Common Stock pursuant its election under Section 2.1(a), such election shall not be required deemed to register be for a number of shares in of Non-Voting Common Stock equal to the name number of any Person who acquired this Warrant (or part hereof) or any Warrant shares of Non-Voting Common Stock otherwise than in accordance with this Warrantthen authorized but unissued by the Company.

Manner of Exercise. From The Holder may at any time and from time to time, from and after the Closing Date and until 5:00 p.m.P.M., New York City time, on the Expiration Date, Holder may exercise this Warrantthe Warrants evidenced by a Warrant Certificate, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunderthereunder. In order to exercise this Warrantthe Warrants, in whole or in part, a Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇7400 Texas Commerce Tower, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇600 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, Texas 77002, Attention: Thom▇▇ ▇. ▇▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of such Holder's election to exercise this Warrantthe Warrants, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank the manner provided below, and (iii) this Warrantthe Warrant Certificate or Warrant Certificates evidencing the Warrants. Such notice shall be substantially in the form of the subscription form of election to purchase appearing at the end of this the Warrant Certificate as Exhibit A, duly executed by such Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five three (3) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to such 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 The Warrants shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or checks representing payment of the Warrant Price and this Warrantthe Warrant Certificate or Warrant Certificates, is received by the Company as described above and all taxes required to be paid by such Holder, if any, pursuant to Section 2.2 2.3 prior to the issuance of such shares have been paid. If this the Warrants evidenced by a Warrant Certificate shall have been exercised in partexercised, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to Holder a new Warrant Certificate evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for represented by this Warrantthe old Warrant Certificate, which new Warrant Certificate shall in all other respects be identical with this Warrant, or, at the request of Holder, appropriate notation may be made on this old Warrant and the same returned to HolderCertificate. 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 any Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this WarrantAgreement. Payment of the Warrant Price shall be made at the option of the Holder (i) by certified or official bank check or (ii) if such Holder shall then be a lender under the Credit Agreement, by such Holder's transferring to the Company an amount of the outstanding term loans of such Holder (including 7 6 principal of and accrued and unpaid interest thereon) under the Credit Agreement equal to the Warrant Price or (iii) in immediately available funds or (iv) any combination thereof.

Manner of Exercise. 2.2 (a) From and after the Closing Date date hereof and until 5:00 p.m., P.M. (New York City time, ) on the Expiration DateDate (the "Exercise Period"), Holder may exercise this Warrant, on any Business Day, Warrant for all or any part of the number of shares of Common Stock purchasable hereunderequal to the Exercise Quantity on any Business Day that falls within both the Exercise Period and a Trigger Period. This Warrant shall terminate in the event that (A) notice is given to Holder of a Triggering Event pursuant to Section 5.3, (B) this Warrant is not exercised in accordance with the terms hereof prior to such Triggering Event becoming effective or being consummated, and (C) such Triggering Event becomes effective or is consummated. (b) In order to exercise this Warrant, in as a whole or in part, Holder shall deliver to the Company at its principal office at 2281 office, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Sections 12 and 16.2, or at the location of the closing of the Triggering Event giving rise to such exercise, as specified in the notice of such Triggering Event delivered to Holder pursuant to Section 125.3, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Warrant Stock to be purchasedpurchased or included in the transaction constituting a Triggering Event (such written notice to be substantially in the form of Exhibit A hereto and duly executed by Holder or its agent or attorney), (ii) payment of the Warrant Price in cash or by, at such Holder's option (a) a wire transfer in immediately available funds to an account in a bank located in New York designated by the Company for such purpose, (b) a certified or cashier's official bank check drawn payable to the order of the Company, or (c) surrender of certificates then held representing, or deduction from the number of shares of Common Stock issuable upon exercise of this Warrant, that number of shares of Common Stock which has an aggregate Transaction Price on a United States bank the date of exercise equal to the Warrant Price and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. . (c) Upon receipt of the items referred to in clauses (idocuments and payment required by the preceding paragraph 2.1(b), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafterprior to the Triggering Event giving rise to the exercise of the Warrant, 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 shares, including fractional shares, of Common Warrant 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, be in such denomination or denominations as such Holder shall reasonably request in the notice and shall be registered in the name of Holder or, subject to Section 9, such other name or names as shall be designated in the notice. . (d) This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or or, subject to Section 2.2 hereof, any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash or and/or check or checks checks, in the form and amount required by this Section 2.1 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Warrant Issuance Date and until 5:00 p.m.P.M., New York City time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall shall: (a) deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 1216.2, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment by cash, check or bank draft payable to the Company of the Warrant Price in cash or by wire transfer or cashier's check drawn on a United States bank for all shares then being purchased and (iii) this Warrant. Such notice Warrant shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A1, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, 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 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, together with the cash or check or checks and this Warrant, is received Warrant has been exercised by payment to the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 prior to of the issuance of such shares have been paidWarrant Price. 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 Holder shall be entitled to exercise the request Warrant notwithstanding the commencement of Holder, appropriate notation may be made on this Warrant and any case under 11 U.S.C. ss. 101 et seq. (the same returned to Holder"Bankruptcy Code"). Notwithstanding any provision herein to In the contraryevent the Company is a debtor under the Bankruptcy Code, the Company shall not be required hereby waives to register shares the fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 in respect of the name Holder's exercise right. The Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. ss. 362 in respect of the exercise of the Warrant. The Company agrees, without cost or expense to the Holder, to take or consent to any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrantand all action necessary to effectuate relief under 11 U.S.C. ss. 362.

Manner of Exercise. From and after the Closing Date Effective Date, and until 5:00 p.m., P.M. New York time, City time on the Expiration Date, the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder; PROVIDED, HOWEVER, that if a Triggering Event shall have occurred prior to the Expiration Date this Warrant shall terminate as of the date of occurrence of such Triggering Event, unless exercised as provided herein. In order to exercise this Warrant, in whole or in part, the Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ .▇▇▇▇▇▇▇., ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Grand Rapids, ▇▇ Michigan 49530, or at the office or agency designated by the Company pursuant to Section 1214.6, (i) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) the Holder's check in payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall -4- be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit EXHIBIT A, duly executed by the Holder or its agent or attorney. Upon receipt of the items referred thereof, subject to in clauses (i), (ii) and (iii) aboveSection 9, 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 delivered or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exercise, or, at the Company's option, the number of shares of Common Stock issuable on 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 the Holder shall request in the notice and shall be registered in the name of the 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, 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 120 Ricefield Lane, Hauppauge, New York 11788, or at the office or a▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section ection 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) to the extent such exercise is not being effected through a Cashless Exercise, payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to 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 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, 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Date Date, and until 5:00 p.m.P.M., New York time, on the Expiration DateDate (the "Exercise Period"), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Warrant Stock purchasable hereunder, subject to Section 15 hereof. In order to exercise this Warrant, in whole or in part, the Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Warrant Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank as provided herein, and (iii) this Warrant. Such notice shall be irrevocable and substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit EXHIBIT A, duly executed by the Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five three Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares of Common Warrant 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 the Holder shall reasonably request in the notice and shall be registered in the name of the Holder or, subject or if permitted pursuant to Section 9, the terms of this Warrant such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a holder Holder of record of such shares for all purposes, as of the date when the notice, together with the cash or check or checks payment of the Warrant Price 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 paidabove. 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 the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, or at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. Notwithstanding any provision herein Payment of the Warrant Price may be made at the option of the Holder by: (i) certified or official bank check payable to the contraryorder of the Company, (ii) wire transfer of immediately available funds to the account of the Company or (iii) the surrender and cancellation of a portion of shares of Common Stock then held by the Holder or issuable upon such exercise of this Warrant, which shall not be required to register valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Current Market Price of the Common Stock. All shares in of Common Stock issuable upon the name exercise of any Person who acquired this Warrant (or part hereof) or pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable and not subject to any Warrant Stock otherwise than in accordance with this Warrantpreemptive rights.

Manner of Exercise. From and after the Closing Date and until 5:00 p.m.P.M., New York Minnesota time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, at least twenty (20) days prior to the intended date of exercise (ii) payment by cash, check or bank draft payable to the Company of the Warrant Price in cash or by wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five fifteen (15) 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 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, together with the cash or check or checks and this Warrant, is received Warrant has been exercised by payment to the Company as described above of the Warrant purchase price 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. (a) From and after the Closing Original Issue Date and until 5:00 p.m.P.M., New York, New York time, on the Expiration Date, a Holder of a Warrant may from time to time exercise this such Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunderthereunder. In order to exercise this a Warrant, in whole or in part, the Holder shall (i) deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) Designated Office a written notice of the Holder's ’s election to exercise this Warrantsuch Warrant (an “Exercise Notice”), which notice Exercise Notice shall be irrevocable (except as otherwise provided in Section 3.2(e)) and specify the number of shares of Common Stock to be being purchased, together with the Warrant, (ii) payment of pay to the Company the Warrant Price in cash or wire transfer or cashier's check drawn (the date on a United States bank which both such delivery and payment shall have first taken place being hereinafter sometimes referred to as the “Exercise Date”) and (iii) this Warrantif such Holder has not already done so, become a party to each of the Shareholders Agreement and the Registration Rights Agreement by completing and executing a signature page thereof. Such notice Exercise Notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Annex A to Exhibit A, duly executed by the Holder or its duly authorized agent or attorney. . (b) Upon receipt of the items referred such Exercise Notice, Warrant and payment and any other materials required to in clauses (ibe provided under Section 3.2(a), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute (or cause to be executed executed) and deliver (or cause to be delivered delivered) to the Holder a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exercise, together with either any fraction of a share or cash in lieu of any fraction of a share, as hereinafter providedhereafter provided in Section 3.4. 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 notice Exercise Notice and shall be registered in the name of the Holder or, subject to Section 9, such other or the name as shall be designated in the noticeof its nominee. This A Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date Exercise Date. (c) Payment of the noticeWarrant Price may be made by check payable to the order of the Company or, together with at the cash or check or checks and this Warrantoption of the Holder, is received by wire transfer of funds to an account designated 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 for such shares have been paid. purpose. (d) If this a Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stockthe shares of Common Stock being issued, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased number of unexercised shares of Common Stock called for by this such Warrant, which . Such 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 original Warrant and the same returned to Holder. Notwithstanding any provision herein subject to the contraryterms of this Agreement. (e) Notwithstanding the foregoing provisions of this Section 3.2, a Holder (i) may expressly condition the effectiveness of any exercise of a Warrant upon the simultaneous closing of the sale, in an offering registered under the Securities Act or pursuant to the exercise of any drag-along or co-sale rights under the Shareholders Agreement, of the shares of Common Stock as to which the conditional exercise is being made and (ii) may revoke any such conditional exercise in the event that the closing of such sale shall not occur. In the event that such simultaneous exercise and sale shall occur, the Company shall not be required cooperate with such Holder and any third parties involved in such sale to register facilitate the issuance and sale of the shares in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Common Stock otherwise than in accordance with this Warrantinvolved.

Manner of Exercise. From and after the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 Rensselaer Technology Park, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) to the extent such exercise is not being effected through a Cashless Exercise, payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to 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 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, 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. Simultaneously with the exercise of this Warrant, payment in full of the Warrant Price shall be made, at the option of the Holder, (i) by payment of the Warrant Price in cash or by wire transfer or cashier's check drawn on a United States bank, (ii) through a net exercise without payment of the Warrant Price in cash by providing notice to the Company of the Holder's election to receive a number of shares of Common Stock in a Cashless Exercise equal to the product of (1) the number of shares for which such Warrant is exercisable with payment in cash of the Warrant Price as of the date of exercise and (2) the Cashless Exercise Ratio or (iii) by any combination of clauses (i) and (ii). For purposes of this Agreement, the "CASHLESS EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of the Current Market Price per share of the Common Stock on the date of exercise over the Current Warrant Price as of the date of exercise, and the denominator of which is the Current Market Price per share of the Common Stock on the date of exercise. An exercise of a Warrant in accordance with clause (ii) above is herein called a "CASHLESS EXERCISE." Following a Cashless Exercise, this Warrant shall be canceled in all respects with regard to (a) the number of shares of Common Stock issued in accordance with the Cashless Exercise plus (b) the number of shares used as consideration for the Cashless Exercise.

Manner of Exercise. From and after the Closing Date date hereof and until 5:00 p.m.P.M., New York time, on the Expiration Date, Holder the holder may exercise this Warrant, on any Business Day, Warrant for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder the holder shall deliver to the Company at its principal office at 2281 2 California Plaza, 350 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 1211, (i) a written notice of Holderthe 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 in cash or wire transfer or cashier's check drawn on a United States bank the manner provided below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorneyon behalf of the holder. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or 108 cause to be executed and deliver or cause to be delivered to Holder the 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 Holder such holder shall request in the notice and shall be registered in the name of Holder the holder or, subject to Section 98, 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 the holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash or cash, check or checks and/or securities, if any, and this Warrant, is are received by the Company as described above and all taxes required to be paid by Holderthe 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 the holder a new Warrant evidencing the rights of Holder the holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of Holderthe holder, appropriate notation may be made on this Warrant and the same returned to Holderthe holder. Notwithstanding any provision herein Payment of the Warrant Price shall be made at the option of the holder by cash, wire transfer to an account in a bank located in the United States designated for such purpose by the Company, or certified or official bank check, or by transfer to the contraryCompany of shares of Series B Preferred Stock or Series C Preferred Stock, or any combination thereof. In the event of the application shares of Series B Preferred Stock or Series C Preferred Stock to the payment of the Warrant Price, the Company amount to be credited to the payment of the Warrant Price shall not be required to register shares the Initial Stated Value per share, in the name case of any Person who acquired this Warrant (such application prior to the consummation of the Recapitalization, or part hereof) the Post-Recapitalization Stated Value per share, in the case of any such application after the consummation of the Recapitalization, in each case, plus an amount per share equal to all accrued and unpaid dividends thereon, whether or not declared, to the date of such exercise, provided that no such credit shall be made with respect to any Warrant Stock otherwise than in accordance with this Warrantsuch dividends if the holder of such shares held such shares on the record date therefor.

Manner of Exercise. From and after the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇-▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder▇▇▇▇▇▇'s election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) to the extent such exercise is not being effected through a Cashless Exercise, payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, --------- duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, 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 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, 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Warrant Issuance Date and until 5:00 p.m.P.M., New York City time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment by cash, check or bank draft payable to the Company of the Warrant Price in cash or by wire transfer or cashier's check drawn on a United States bank or by the Holder's surrender of Warrant Stock (or the right to receive such number of shares) having an aggregate Market Price equal to the Warrant Price for all shares then being purchased and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit EXHIBIT A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five four (4) 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 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, together with the cash or check or checks and this Warrant, is received Warrant has been exercised by payment to the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 prior to of the issuance of such shares have been paidWarrant Price. 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 4725 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) to the extent such exercise is not being effected through a Cashless Exercise, payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to 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 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, 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.. Simultaneously with the exercise of this Warrant, payment in full of the Warrant Price shall be made, at the option of the Holder, (i) by payment of the Warrant Price in cash or by wire transfer or cashier's check drawn on a United States bank, (ii) through a net exercise without payment of the Warrant Price in cash by providing notice to the Company of the Holder's election to receive a number of shares of Common Stock in a Cashless Exercise equal

Manner of Exercise. From and after the Closing Exercise Date and until 5:00 p.m., New York California time, on the Expiration Date, the Holder may exercise this Warrant, the Warrant on any Business DayDays, for all or any part of the number of 800,000 shares (subject to adjustment as provided hereunder) of Common Stock then purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 9444 Farnham Street, Suite 100, San Diego, California 92123 or at the of▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section n 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number t▇▇ ▇▇▇ber of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank the manner specified below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, 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 Outstanding 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, together with the cash or check or checks payment as set forth below, and this Warrant, is Warrant are 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 paidpaid or agreed to be paid when finally determined. If this Payment of the Warrant Price shall have been exercised in partbe made at the option of the Holder by certified or official bank check, or by cancellation of indebtedness, if any, owed by 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 such 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing First Available Exercise Date and until 5:00 p.m., New York Eastern time, on the Expiration Date, the Holder may exercise this Warrant, the Warrant on any Business DayDays, for all or any part of the number of shares (subject to adjustment as provided herein) of Common Stock then purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ATTENTION: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or at the office or agency designated by the Company pursuant to Section 1211, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, purchased and (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit EXHIBIT A, duly executed by Holder ▇▇▇▇▇▇ or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, 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 98, 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, together with the cash or check or checks notice and this Warrant, is Warrant are 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 paid or certificates representing Warrant Stock, deliver agreed 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrantpaid when finally determined.

Manner of Exercise. From and after the Closing Date and until 5:00 p.m.P.M., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or by wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, 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 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, 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Issuance Date and until 5:00 p.m., New York timeEastern Standard Time, on the Expiration Date, the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the Holder shall deliver surrender this Warrant to the Company at its principal office at 2281 3▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) together with a written notice of the Holder's ’s election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) and shall be accompanied by payment of the Warrant Exercise Price in cash or wire transfer or cashier's ’s check drawn on a United States bank and (iii) this Warrantbank. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its his agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the 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 the Holder shall request in the notice and shall be registered in the name of the 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 the Holder or any other Person so designated to be named therein shall be deemed to have become a the holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or checks wire transfer of funds and this Warrant, Warrant is received by the Company as described above and all taxes required to be paid by the Holder, if any, pursuant to Section 2.2 prior to the issuance of such shares have been paid, provided that if the Warrant is exercised in connection with a merger, reorganization or other Fundamental Corporate Change, such exercise may be made conditional upon the consummation of such event. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant StockShares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. 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 part hereof) or any Warrant Stock Shares otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 1700 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to 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 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, 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. Simultaneously with the exercise of this Warrant, payment in full of the Warrant Price shall be made by payment of the Warrant Price in cash or by wire transfer or cashier's check drawn on a United States bank.

Manner of Exercise. From and after the Closing Date and until 5:00 p.m.P.M., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunderhereunder at the time of such exercise. In the event that Company does not borrow an aggregate of $10,000,000 under the Loan Agreement, the number of shares of Common Stock for which this Warrant shall be exercisable will, at any time, be equal to (x) 75,000 shares of Common Stock, as such number may be adjusted pursuant to Section 4 (such adjustment in Section 4 to be calculated assuming that the number of shares of Common Stock for which this Warrant is exercisable on the Closing Date is 75,000 shares) multiplied by (y) the aggregate amount of borrowings made under the Loan Agreement at such time divided by $1,000,000. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇245 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇Suite D-1, ▇▇ ▇▇▇▇▇▇▇Costa Mesa, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ California 92626 or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election Hold▇▇'▇ ▇lection to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i)thereof, (ii) and (iii) above, 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 or, subject to Section 9, any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Date Effective Date, and until 5:00 p.m., P.M. New York time, City time on the Expiration Date, the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder; PROVIDED, HOWEVER, that if a Triggering Event shall have occurred prior to the Expiration Date this Warrant shall terminate as of the date of occurrence of such Triggering Event, unless exercised as provided herein. In order to exercise this Warrant, in whole or in part, the Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ .▇▇▇▇▇▇▇., ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Grand Rapids, ▇▇ Michigan 49530, or at the office or agency designated by the Company pursuant to Section 1214.6, (i) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) the Holder's check in payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit EXHIBIT A, duly executed by the Holder or its agent or attorney. Upon receipt of the items referred thereof, subject to in clauses (i), (ii) and (iii) aboveSection 9, 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 delivered or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exercise, or, at the Company's option, the number of shares of Common Stock issuable on 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 the Holder shall request in the notice and shall be registered in the name of the 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, 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. (a) From and after the Closing Original Issue Date and until 5:00 p.m.P.M., New York time, on the Expiration Date, the Holder may of this Warrant may, from time to time, exercise this Warrant, on any Business Day, for all or any part of the number of up to 7,500,000 shares of Common Stock purchasable hereunderStock. In order to exercise this Warrant, in whole or in part, the Holder shall (i) deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) Designated Office a written notice of the Holder's election to exercise this WarrantWarrant (an "Exercise Notice"), which notice Exercise Notice shall be irrevocable and specify the number of shares of Non-Voting Common Stock and/or Voting Common Stock to be purchased, together with this Warrant and (ii) payment of pay to the Company the Warrant Price in cash or wire transfer or cashier's check drawn (the date on a United States bank which both such delivery and (iii) this Warrantpayment shall have first taken place being hereinafter sometimes referred to as the "Exercise Date"). Such notice Exercise Notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit Annex A, duly executed by the Holder or its duly authorized agent or attorney. For the avoidance of doubt, subject to the other conditions set forth in Sections 2.1(b), 2.1(c) or elsewhere herein, the Holder may, at its sole discretion, exercise the Warrant for shares of Voting Common Stock, shares of Non-Voting Common Stock or any combination thereof. (b) Upon receipt by the Company of the items referred to in clauses (i)such Exercise Notice, (ii) Warrant and (iii) abovepayment, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute (or cause to be executed executed) and deliver (or cause to be delivered delivered) to the 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 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 notice Exercise Notice and shall be registered in the name of the Holder or, subject to Section 98 below, such other name as shall be designated in the noticeExercise Notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date Exercise Date. Notwithstanding the noticeforegoing, together with in the cash event that the rules of any stock exchange or check automatic quotation system on which the Company's Common Stock is then listed, traded 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 quoted requires shareholder approval prior to the issuance of any or all of the Warrant Stock (or the conversion of Non-Voting Common Stock into Voting Common Stock), the Company shall issue on the Exercise Date the maximum number of shares of Warrant Stock that can be issued without shareholder approval, without regard to any shares of Warrant Stock otherwise required to be issued in excess of such maximum number of shares of Warrant Stock, and shall promptly after receipt of such shareholder approval issue the balance of the number of shares of Warrant Stock for which this Warrant has been exercised. The Company shall use its reasonable best efforts to obtain such shareholder approval as soon as reasonably possible, including, without limitation, filing all proxy statements or information statements, necessary or convenient to obtain such consent. (c) Notwithstanding anything to the contrary contained herein, prior to the issuance of the Warrant Stock or, in the event that the Warrant Stock is Non-Voting Common Stock, the Voting Common Stock issuable upon exchange of such Warrant Stock, the Holder or its permitted assigns on the one hand, and the Company on the other hand, shall have been paidsatisfied any and all applicable legal or regulatory requirements for conversion, including compliance with the HSR Act and FCC requirements. The Company shall use its reasonable best efforts in cooperating with such Holder to obtain such legal or regulatory approvals to the extent its cooperation is necessary. The Company shall pay all necessary filing fees and reasonable out-of-pocket expenses to obtain such legal or regulatory approvals. (d) Payment of the Warrant Price shall be made at the option of the Holder by one or more of the following methods: (i) by delivery of a certified or official bank check in the amount of such Warrant Price payable to the order of the Company, (ii) by instructing the Company to withhold a number of shares of Warrant Stock then issuable upon exercise of this Warrant with an aggregate Fair Value equal to such Warrant Price (the "Share Withholding Option"), (iii) by surrendering to the Company, Notes previously acquired by the Holder with an aggregate fair market value equal to such Warrant Price; it being understood that the fair market value of the Note shall be its principal amount plus any accrued interest to that day, or (iv) by surrendering to the Company shares of Common Stock previously acquired by the Holder with an aggregate Fair Value equal to such Warrant Price. In the event of any withholding of Warrant Stock or surrender of Notes or Common Stock pursuant to clause (ii), (iii) or (iv) above where the number of shares whose Fair Value (as measured on the Exercise Date) is equal to the Warrant Price is not a whole number, the number of shares withheld by or surrendered to the Company shall be rounded up to the 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. Notwithstanding any provision herein to the contrary, the Company shall not be required to register shares of Common Stock in the name of any Person who acquired this Warrant (or part hereof) or any shares of Warrant Stock otherwise than in accordance with this Warrant. (e) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stockthe shares of Common Stock being issued, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which . Such new Warrant shall in all other respects be identical with to this Warrant. (f) Subject to Section 2.1(g), all Warrants delivered for exercise shall be canceled by the Company. (g) Notwithstanding anything to the contrary in this Warrant, orif, at the request time that the Holder of Holder, appropriate notation may be made on this Warrant and the same returned elects to Holder. Notwithstanding any provision herein to the contraryexercise this Warrant, in whole or in part, the Company does not have a sufficient number of authorized and issued shares of Non-Voting Common Stock sufficient to permit such Holder to receive a complete allotment of Non-Voting Common Stock pursuant its election under Section 2.1(a), such election shall not be required deemed to register be for a number of shares in of Non-Voting Common Stock equal to the name number of any Person who acquired this Warrant (or part hereof) or any Warrant shares of Non-Voting Common Stock otherwise than in accordance with this Warrantthen authorized but unissued by the Company.

Manner of Exercise. From The Holder may at any time and from time to time, from and after the Closing Date and until 5:00 p.m.P.M., New York City time, on the Expiration Date, Holder may exercise this Warrantthe Warrants evidenced by a Warrant Certificate, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunderthereunder. In order to exercise this Warrantthe Warrants, in whole or in part, a Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇7400 Texas Commerce Tower, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇600 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, Texas 77002, Attention: Thom▇▇ ▇. ▇▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of such Holder's election to exercise this Warrantthe Warrants, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank the manner provided below, and (iii) this Warrantthe Warrant Certificate or Warrant Certificates evidencing the Warrants. Such notice shall be substantially in the form of the subscription form of election to purchase appearing at the end of this the Warrant Certificate as Exhibit A, duly executed by such Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five three (3) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to such 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 The Warrants shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or checks representing payment of the Warrant Price and this Warrantthe Warrant Certificate or Warrant Certificates, is received by the Company as described above and all taxes required to be paid by such Holder, if any, pursuant to Section 2.2 2.3 prior to the issuance of such shares have been paid. If this the Warrants evidenced by a Warrant Certificate shall have been exercised in partexercised, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to Holder a new Warrant Certificate evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for represented by this Warrantthe old Warrant Certificate, which new Warrant Certificate shall in all other respects be identical with this Warrant, or, at the request of Holder, appropriate notation may be made on this old Warrant and the same returned to HolderCertificate. 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 any Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this WarrantAgreement. Payment of the Warrant Price shall be made at the option of the Holder (i) by certified or official bank check or (ii) if such Holder shall then be a lender under the DeepTech Note, by such Holder's applying as credit, on a dollar-for-dollar basis, an amount of outstanding principal and accrued interest due under the DeepTech Note equal to the Warrant Price, such request to be evidenced by delivery of the DeepTech Note to the Company together with written instructions to the Company setting forth the amount of such credit and authorizing the Company to cancel the DeepTech Note and, in the event there is still principal outstanding under the DeepTech Note, to issue a replacement promissory note or notes to the holder of the DeepTech Note in accordance with such instructions or (iii) in immediately available funds or (iv) any combination thereof.

Manner of Exercise. From and after the Closing Date Effective Date, and until 5:00 p.m., P.M. New York time, time on the Expiration Date, the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder; provided, however, that if a Triggering Event shall have occurred prior to the Effective Date this Warrant shall be void as of the date of occurrence of such Triggering Event. In order to exercise this Warrant, in whole or in part, the Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President and at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: Chief Executive Officer, or at the office or agency designated by the Company pursuant to Section 1214.7, (i) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) the Holder's check in payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be he substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares 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 the Holder shall request in the notice and shall be registered in the name of the 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 the Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.,

Manner of Exercise. From and after the Closing Date date hereof and until 5:00 5.00 p.m., New York central daylight time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 1245 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank the manner specified below, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, 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 deliver/or cause to be delivered to Holder a certificate or certificates countersigned and registered by the Company's transfer agent or registrar, if any there be, 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 98, 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, together with the cash or check or checks payment as set forth below, and this Warrant, is Warrant are 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 paidpaid or agreed to be paid when finally determined. 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 Warrants and shares in the name of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. Payment of the Warrant Price shall be made at the option of the Holder by certified or official bank check, by General Electric Capital Corporation check or draft, by cancellation of indebtedness, if any, owed by the Company to such Holder or by any combination thereof.

Manner of Exercise. From and after the Closing Warrant Issuance Date and until 5:00 p.m.P.M., New York City time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment by cash, check or bank draft payable to the Company of the Warrant Price in cash or by wire transfer or cashier's check drawn on a United States bank or by the Holder's surrender of Warrant Stock (or the right to receive such number of shares) having an aggregate Market Price equal to the Warrant Price for all shares then being purchased and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event 4 5 within five three (3) 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 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, together with the cash or check or checks and this Warrant, is received Warrant has been exercised by payment to the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 prior to of the issuance of such shares have been paidWarrant Price. 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From 5.1. To the extent the Option shall have become and after remains exercisable and subject to such administrative regulations established by the Closing Date and until 5:00 p.m.Board pursuant to the Plan, New York time, on the Expiration Date, Holder Option may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, be exercised in whole or in part, by the service of written notice, in the form attached hereto as Appendix A, by the Option Holder shall deliver to upon the Secretary of the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify specifying the number of shares with respect to which the Option is being exercised, together with full payment in United States Dollars for the Subscription Price for such Shares as herein provided. The date of Common Stock to be purchased, (ii) payment exercise of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice Option shall be substantially the date on which said written notice and full payment are received by the Secretary pursuant to this Section 5.1. 5.2. In the event that the Option shall be exercised by a person other than the Option holder in accordance with the form provisions of Section 6.1(b) of Article VI, such person shall furnish the subscription form appearing at Company either evidence satisfactory to the end Company of this Warrant as Exhibit A, duly executed by his or her right to exercise the Option. 5.3. The Company may require the Option Holder or its agent other person exercising the Option in accordance with the provisions of Section 6.1(b) of Article VI, to furnish or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, execute such documents as the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause shall deem necessary 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 evidence such exercise, together with cash in lieu to determine whether registration is then require under the Securities Act of any fraction of a share1933, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as Holder shall request in the notice and shall be registered in the name of Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated applicable law. 5.4. The obligation of the Company to be named therein deliver stock certificates evidencing Shares upon the exercise of any Option shall be deemed subject to applicable federal, state, local and foreign securities and tax laws. 5.5. If an offer shall be made to the holders of Shares to acquire such shares or a plan shall be proposed whereunder the Company may, or shall have become a holder subsidiary of record another company, on such an offer becoming unconditional or such plan being sanctioned by the Court, the Board shall forthwith give notice thereof in writing to each participant (or as the case may be his personal representative) who shall be entitled: (a) Within the period of six (6) months after the date on which such an offer becomes unconditional to exercise his Option up to the full extent to which it remains unexercised; provided that if during such period of six (6) months such other company exercises its rights of compulsory acquisition of Shares (including any Shares issued upon the exercise of Options) and gives notice to the Participant that it intends to exercise such right as regards all Shares issued upon the exercise of Options prior to a specified date (not being earlier than one (1) month after the date of such shares for all purposes, as notice) the Option shall only remain exercisable until the specified date; and (b) Within a period of one (1) month after the date the notice, together with the cash or check or checks and this Warrant, on which such a plan is received approved by the Company as described above and all taxes required stockholders, to be paid by Holder, if any, pursuant to Section 2.2 prior exercise his Option up to the issuance of fullest extent on which such shares have been paid. If a plan is approved by the stockholders, provided that any right to exercise an Option contained in 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 Section 5.6 shall not be required exercisable later than the expiration of the Option Period. 5.6. If notice is duly given of a resolution for the voluntary winding up of the Company, a Participant may forthwith and before the commencement of the winding-up exercise his Option up to register shares the full extent to which it remains unexercised (but so that such exercise shall be conditional upon such resolution being passed) provided that any right to exercise an Option contained in this Section 5.6. shall not be exercisable later than the name expiration of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrantthe Option Period.

Manner of Exercise. From and after the Closing Date and until 5:00 p.m.P.M., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. - In order to exercise this WarrantWan-ant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, : (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, ; (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and applicable with respect to the shares being purchased; and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i)thereof, (ii) and (iii) above, 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, together with notice and the cash or check or checks Warrant Price and this Warrant, is Warrant are 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. 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. At the option of the holder hereof, payment of the Warrant Price shall be made by: (a) wire transfer of funds to an account in a bank located in the United States designated by the Company for such purpose; (b) certified or official bank check payable to the order of the Company; (c) deducting from the shares delivered upon exercise hereof a number of shares having an aggregate Current Market Price on the date of exercise equal to the aggregate purchase price for all shares as to which this Warrant is then being exercised (and so directing the Company in the notice); (d) by application of the Liabilities as provided in Section 2.5 hereof, or (e) by any combination of such methods. If a Holder surrenders any Note having an aggregate value which exceeds the aggregate Warrant Price, a new Note shall be issued in the principal amount equal to that portion of such surrendered principal amount not applied to the Warrant Price not paid in cash to the Holder; provided, however, that such Note shall be in a principal amount equal to the next lowest integral multiple of $1,000 and the Company shall pay in cash to the Holder the difference between the Warrant Price and such in next lowest integral multiple of $1,000.

Manner of Exercise. From and after the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇18881 Von Karman Avenue, Suite 250, Irvine, California 92612 or a▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section SECTION 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, purchased (ii) payment of the Warrant Price in cash or by wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney-in-fact. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafterthereafter if requested in writing by Holder, 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 Holder shall request in the notice and shall be registered in the name of Holder or, subject to Section 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, together with receipt of the cash or check or checks items referred to in clauses (i), (ii) and this Warrant, (iii) above is received by the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Date date that is six (6) months after the date of issuance hereof and until 5:00 p.m.P.M., New York time, on the Expiration DateDate (the “Exercise Period”), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Warrant Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's ▇▇▇▇▇▇’s election to exercise this Warrant, which notice shall specify the number of shares of Common Warrant Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank as provided herein, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares of Common Warrant 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 the Holder shall request in the notice and shall be registered in the name of the Holder or, subject to Section 9, or such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a holder Holder of record of such shares for all purposes, as of the date when the notice, together with the cash or check or checks payment of the Warrant Price 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 paidabove. 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 the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, or at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. Notwithstanding any provision herein Payment of the Warrant Price may be made at the option of the Holder by: (i) certified or official bank check payable to the contraryorder of the Company, (ii) wire transfer to the account of the Company or (iii) the surrender and cancellation of a portion of shares of Common Stock then held by the Holder or issuable upon such exercise of this Warrant, which shall not be required to register valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Current Market Price of the Common Stock. All shares in of Common Stock issuable upon the name exercise of any Person who acquired this Warrant (or part hereof) or pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable and not subject to any Warrant Stock otherwise than in accordance with this Warrantpreemptive rights.

Manner of Exercise. From and after the Closing 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 (a) The Option can be exercised only by Participant or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrantother proper party, in whole Common Shares, by delivering within the Option period written notice in person or in part, Holder shall deliver by certified mail to the Company at its principal office in the form to be provided by the Company at 2281 the time Participant desires to exercise. All notices to the Company shall be addressed to it at its office at 5▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ , ▇▇▇▇▇, ▇▇ at Attn.: Corporate Secretary, or to such other address or person as the office or agency designated Company may notify Employee from time to time. The notice shall be signed by the Company pursuant to Section 12, (i) a written notice of Holder's election person entitled to exercise this Warrantthe Option and shall state, which notice shall specify among other things, the number of shares of Common Stock Shares as to be purchasedwhich the Option is being exercised, shall contain a representation and agreement as to the Participant’s investment intent with respect to the Common Shares in form satisfactory to the Company’s counsel (ii) payment unless a Prospectus meeting applicable requirements of the Warrant Price Securities Act of 1933, as amended, is in cash or wire transfer or cashier's check drawn on a United States bank effect for the Common Shares being purchased pursuant to exercise of this Option), and (iii) this Warrant. Such notice shall be substantially accompanied by payment in the form full of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates representing the aggregate number of full Option price for all 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 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 All notices to Participant or other person or persons then entitled to exercise this Option shall be deemed addressed to have been exercised and the Participant or such certificate other person(s) at the Participant’s address specified below, or certificates to such other address as Participant or such person(s) may notify the Company from time to time. (b) Participant 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 pay the date the notice, together with the Option price in cash or check by certified or checks and this Warrant, is received bank cashier’s check. (c) Unless notified 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 Common Shares issuable on exercise of the Option shall be deemed issued on the date specified by the Company, within five (5) business days following the date that counsel for the Company determines that all requisite events to issuance of the Common Shares have been properly completed. The Company shall have no obligation to issue the Common Shares until it has confirmed to its satisfaction, that all events requisite for exercise have been accomplished. Any notice of exercise shall be void and of no effect if all requisite events have not been accomplished. (d) The certificate or certificates for the Common Shares as to which this Option shall be required to register shares exercised may be registered only in the name of any Person who acquired this Warrant the Participant (or part hereof) if the participant so requests in the notice exercising this Option, jointly in the name of the Participant and with a member of the Participant’s family, with the right of survivorship, or any Warrant Stock otherwise than in accordance the event of the death of Participant, in the name of such survivor of the Participant as the person with this Warrantthe right to exercise shall designate).

Manner of Exercise. From and after the Closing Date Effective Date, and until 5:00 p.m., P.M. New York time, time on the Expiration Date, the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunderhereunder [***delete the following for Series A Warrants only*** ; provided, however, that if a Triggering Event shall have occurred prior to the Effective Date this Warrant shall be void as of the date of occurrence of such Triggering Event]. In order to exercise this Warrant, in whole or in part, the Holder shall deliver to the Company at its principal office at 2281 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 1214.7, (i) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) the Holder's check in payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares 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 the Holder shall request in the notice and shall be registered in the name of the 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, 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From At any time or from time to time from and after the Closing Date and until 5:00 p.m.P.M., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Series B Preferred Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 6330 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇Los Angeles, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, California 90048 (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Series B Preferred Stock to be purchased, (ii) payment of the Warrant Price (x) in cash immediately available funds or wire transfer or cashier's check drawn on a United States bank (y) by the withholding from the shares of Warrant Stock to be issued upon exercise that number of shares of Series B Preferred Stock that, if converted as of the date of exercise, would be convertible into shares of Common Stock with an aggregate Trading Price as of the date of exercise equal to the Warrant Price and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorneyHolder. Upon receipt of the items referred to specified in clauses (i), (ii) and (iii) abovethe second preceding sentence, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, shall execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates representing the aggregate number of full shares of Common Series B Preferred 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, be in such denomination or denominations as Holder shall request in the notice and shall be registered in the name of Holder or, subject to Section 9, such other name as shall be designated in the noticeHolder. 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, 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.the

Manner of Exercise. From and after the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, which must be exercised in whole or and not in part, Holder shall deliver to the Company at its principal office at 2281 5▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇Manalapan, ▇▇ ▇▇▇▇▇▇▇New Jersey, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ 07726-8790 or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, 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, when such notice together with the cash or check or checks this Warrant and this Warrantpayment therefor as provided in Section 2.3, is received by the Company as described above and all taxes required to be paid by Holder, if any, pursuant to Section 2.2 2.4 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Date Effective Date, and until 5:00 p.m., P.M. New York time, City time on the Expiration Date, the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder; PROVIDED, HOWEVER, that if a Triggering Event shall have occurred prior to the Expiration Date this Warrant shall terminate as of the date of occurrence of such Triggering Event, unless exercised as provided herein. In order to exercise this Warrant, in whole or in part, the Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ .▇▇▇▇▇▇▇., ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Grand Rapids, ▇▇ Michigan 49530, or at the office or agency designated by the Company pursuant to Section 1214.7, (i) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) the Holder's check in payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit EXHIBIT A, duly executed by the Holder or its agent or attorney. Upon receipt of the items referred thereof, subject to in clauses (i), (ii) and (iii) aboveSection 9, 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 delivered or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exercise, or, at the Company's option, the number of shares of Common Stock issuable on 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 the Holder shall request in the notice and shall be registered in the name of the 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, 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From At any time or from time to time from and after the Closing Issue Date and until 5:00 p.m.P.M., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 129 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇ (▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the aggregate Current Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank for such shares and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorneyHold▇▇. Upon ▇▇irty days after receipt of the items referred to specified in clauses (i), (ii) and (iii) abovethe second 10 preceding sentence, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, shall execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, be in such denomination or denominations as Holder shall request in the notice and shall be registered in the name of Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date which is thirty days after the date of the notice, together with the cash or check or checks Current Warrant Price and this Warrant, is are 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 paidabove. 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 right 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 Payment of the Current Warrant Price shall be made at the option of Holder by (i) certified or official bank check, (ii) wire transfer of immediately available funds, (iii) tendering Convertible Notes having an Accreted Value (as defined in the Convertible Note Purchase Agreement) equal to the contrary, Current Warrant Price (the Company shall not hereby agreeing to reissue any Convertible Notes of a Holder into one or more Convertible Notes in denominations requested by such Holder) or (iv) the surrender of this Warrant to the Company, with a duly executed exercise notice marked to reflect "Net Issue Exercise," and, in either case, specifying the number of shares of Common Stock to be required purchased, during normal business hours on any Business Day. Upon a Net Issue Exercise, Hold▇▇ ▇▇▇ll be entitled to register receive shares in of Common Stock equal to the name value of any Person who acquired this Warrant (or part hereofthe portion thereof being exercised by Net Issue Exercise) or any by surrender of this Warrant to the Company together with notice of such election, in which event the Company shall issue to Holder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Yx(A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Warrant Stock otherwise than in accordance with being exercised under this 11 Warrant; A = the Current Market Price of one share of the Company's Common Stock (at the date of such calculation); B = the Current Warrant Price (as adjusted to the date of such calculation).

Manner of Exercise. From and after the Closing Date Date, and until 5:00 p.m.P.M., New York time, on the Expiration DateDate (the "EXERCISE PERIOD"), the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank as provided herein, and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit EXHIBIT A, duly executed by the Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five ten (10) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares 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 the Holder shall request in the notice and shall be registered in the name of the Holder or, subject to Section 9, or such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or (if the transfer is permitted hereunder) any other Person so designated to be named therein shall be deemed to have become a holder Holder of record of such shares for all purposes, as of the date when the notice, together with the cash or check or checks payment of the Warrant Price 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 paidabove. If this Warrant shall have been is exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stockthe Common Stock issuable upon such partial exercise, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, or at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. Notwithstanding any provision herein Payment of the Warrant Price may be made at the option of the Holder by: (i) certified or official bank check payable to the contraryorder of the Company, (ii) wire transfer to the account of the Company or (iii) the surrender and cancellation of a portion of shares of Common Stock then held by the Holder or credit toward the Warrant Price of a portion of shares of Common Stock otherwise issuable upon such exercise of this Warrant, which shall not be required to register valued and credited toward the total Warrant Price due the Company for the exercise of the Warrant based upon the Current Market Price of the Common Stock. All shares in of Common Stock issuable upon the name exercise of any Person who acquired this Warrant (or part hereof) or pursuant to the terms hereof shall be validly issued and, upon payment of the Warrant Price, shall be fully paid and nonassessable and not subject to any Warrant Stock otherwise than in accordance with this Warrantpreemptive rights.

Manner of Exercise. From At any time or from time to time from and after the Closing Date and until 5:00 p.m.P.M., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 129 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇ (▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the aggregate Current Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank for such shares and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorneyHold▇▇. Upon ▇▇irty days after receipt of the items referred to specified in clauses (i), (ii) and (iii) abovethe second preceding sentence, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, shall execute or cause to be executed and 9 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, be in such denomination or denominations as Holder shall request in the notice and shall be registered in the name of Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date which is thirty days after the date of the notice, together with the cash or check or checks Current Warrant Price and this Warrant, is are 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 paidabove. 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 right 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 Payment of the contrary, Current Warrant Price shall be made at the Company shall not be required to register shares in the name option of any Person who acquired this Warrant Holder by (i) certified or part hereofofficial bank check or (ii) or any Warrant Stock otherwise than in accordance with this Warrantwire transfer of immediately available funds.

Manner of Exercise. From and after the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may (a) To exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the such other office or agency designated by the Company pursuant by written notice to Section 12the Holder (i) this Warrant, (iii) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased and the denominations of the share certificate or certificates desired, and (iii) payment of the Exercise Price with respect to such shares. Such payment may be made, at the option of the Holder, by cash, money order, certified or bank cashier's check or wire transfer. (i) In lieu of the exercise of this Warrant as provided in (a) above, the Warrant (or any portion thereof) may, at the election of the Holder, be converted into the nearest whole number of shares of Common Stock determined as follows: [GRAPHIC OMITTED] where S = the number of shares to be purchased, issued N = the number of Warrant Shares issuable upon the exercise of the Warrant (or portion thereof) to be so converted. FMV = Fair Market Value per share on the date of conversion. EP = the Exercise Price in effect on the date of conversion. (ii) payment The conversion rights provided under this paragraph may be exercised in whole or in part and at any time and from time to time while any portion of the Warrant Price remains outstanding. In order to exercise the conversion privilege, the Holder shall deliver to the Company or its office as stated in cash or wire transfer or cashier's check drawn on a United States bank and (iiia) above (i) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), and (ii) a written notice of the Holder's election to exercise its conversion rights, which notice shall specify the portion of the Warrant to be converted pursuant to this paragraph and the denominations of the share certificate or certificates desired. The Warrant (iiior so much thereof as shall have been surrendered for conversion) above, shall be deemed to have been converted immediately prior to the close of business on the date the notice is delivered to the Company. (c) The Company shall, as promptly as practicable, practicable and in any event within five Business Days seven days thereafter, execute and deliver or cause to be executed and deliver or cause to be delivered to Holder delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exerciseto which the Holder is entitled as a result of its exercise pursuant to 1.2(a) or the conversion pursuant to 1.2(b), together with cash in lieu of any fraction fractions of a share, share as hereinafter providedprovided in Section 1.4. The stock share certificate or certificates so delivered shall be, to the extent possible, be in such denomination or denominations as Holder may be specified in such notice or, if such notice shall request in not specify denominations, as the notice Company may determine, and shall be registered issued in the name of Holder or, subject to Section 9, such other name as shall be designated in the noticeHolder. This Warrant shall be deemed to have been exercised and such 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 for all purposes to have become a holder of record of such shares for all purposesshares, as of the date the notice, together with the cash or check or checks aforementioned notice and this Warrant, payment (if applicable) 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 paidCompany. If this Warrant shall have been exercised in partfor only 3 a portion of the Warrant Shares, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stockcertificates, deliver to the Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrantremaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same which shall then be returned to the Holder. Notwithstanding any provision herein to the contrary, the The Company shall not be required to register shares pay all expenses, taxes and other charges payable in connection with the name preparation, issuance and delivery of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrantshare certificates and new Warrants.

Manner of Exercise. From and after the Closing Date date hereof and until 5:00 p.m.P.M., New York City time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all in whole or any part in increments of the number of 10,000 shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 103 Medinat ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or by wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five ten (10) 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 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, 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 StockShares, 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 part hereof) or any Warrant Stock Shares otherwise than in accordance with this Warrant.

Manner of Exercise. From The Holder may at any time and from time to time, prior to a Termination Event and from and after the earliest of (a) one year from the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may (b) the occurrence of a Termination Event and (c) each respective Issue Date, exercise this Warrantthe Warrants issued on such Issue Date evidenced by a Warrant Certificate, on any Business Day, for all or any part of the number of shares of Series A Non-Voting Common Stock purchasable hereunderthereunder. In order to exercise this Warrantthe Warrants, in whole or in part, a Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of such Holder's election to exercise this Warrantthe Warrants, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank the manner provided below, and (iii) this Warrantthe Warrant Certificate or Warrant Certificates evidencing the Warrants. Such notice shall be substantially in the form of the subscription form of election to purchase appearing at the end of this the Warrant Certificate as Exhibit A, duly executed by such Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five three (3) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to such Holder a certificate or certificates representing the aggregate number of full shares of Series A Non-Voting 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 The Warrants shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or checks representing payment of the Warrant Price and this Warrantthe Warrant Certificate or Warrant Certificates, is received by the Company as described above and all taxes required to be paid by such Holder, if any, pursuant to Section 2.2 2.3 prior to the issuance of such shares have been paid. If this the Warrants evidenced by a Warrant Certificate shall have been exercised in partexercised, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stock, deliver to Holder a new Warrant Certificate evidencing the rights of Holder to purchase the unpurchased shares of Series A Non-Voting Common Stock called for represented by this Warrantthe old Warrant Certificate, which new Warrant Certificate shall in all other respects be identical with this Warrant, or, at the request of Holder, appropriate notation may be made on this old Warrant and the same returned to HolderCertificate. 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 any Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this WarrantAgreement.

Manner of Exercise. From and after the Closing Date date of the earlier to occur of (i) a Registered Public Offering and (ii) the Effective Date, and until 5:00 p.m., P.M. New York time, time on the Expiration Date, the Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder; PROVIDED, HOWEVER, that if Section 2.1(c) is applicable, then this Warrant shall be void as of the date of occurrence of such Triggering Event. In order to exercise this Warrant, in whole or in part, the Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President, and also at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: Chief Executive Officer, or at the office or agency designated by the Company pursuant to Section 1214.7, (i) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) the Holder's check in payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) abovethereof, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares 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 the Holder shall request in the notice and shall be registered in the name of the 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, 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.

Manner of Exercise. From and after the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) to the extent such exercise is not being effected through a Cashless Exercise, payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to 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 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, 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant.to

Manner of Exercise. From and after the Closing Date and until 5:00 6:00 p.m., New York time, on the Expiration Date, the Holder may exercise this Warrant, on any Business Trading Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, the Holder shall deliver surrender this Warrant to the Company at its principal office at 2281 1▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the office or agency designated by the Company pursuant to Section 12, (i) together with a written notice of the Holder's ’s election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) and shall be accompanied by payment of the Warrant Exercise Price in cash or wire transfer or cashier's ’s check drawn on a United States bank bank; provided, however, that if, on the date of such notice, all of the Warrant Shares are not eligible for resale to the public pursuant to a Registration Statement filed with the Commission and (iii) declared effective pursuant to the Securities Act, then at the option of the Holder the Exercise Price may be paid by written direction to the Company to cancel a portion of this WarrantWarrant sufficient to satisfy the “cashless exercise” provisions of this Section 2.1. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by the Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five three Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to the Holder a certificate or certificates representing the aggregate number of full shares 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 the Holder shall request in the notice and shall be registered in the name of the 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 the Holder or any other Person so designated to be named therein shall be deemed to have become a the holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or checks wire transfer of funds (or direction to cancel a portion of this Warrant pursuant to the “cashless exercise” provisions) and this Warrant, Warrant is received by the Company as described above and all taxes required to be paid by the Holder, if any, pursuant to Section 2.2 prior to the issuance of such 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 StockShares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. 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 part hereof) or any Warrant Stock Shares otherwise than in accordance with this Warrant. If, on the date on which this Warrant is exercised, all of the Warrant Shares are not eligible for resale to the public pursuant to a Registration Statement filed with the Commission and declared effective pursuant to the Securities Act, then in lieu of payment of the Exercise Price in cash, the Holder may direct the Company to cancel a portion of this Warrant having a value equal to the Exercise Price for the number of Warrant Shares as to which the Holder exercises this Warrant, determined by multiplying the number of Warrant Shares as to which this Warrant is directed to be cancelled by an amount equal to the difference between (i) the Market Price on the date of exercise and (ii) the Exercise Price then in effect. Payment by such cancellation is referred to herein as “cashless exercise.”

Manner of Exercise. From (a) At any time or from time to time from and after the Closing Date and until 5:00 p.m.P.M., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. . (b) In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇105 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, ; (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank Price; and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses Holder. (i), (iic) and (iii) above, the Company shall, as As promptly as practicable, and in any no event within later than five Business Days thereafterafter the receipt of the items specified in paragraph (b) of this Section 2.1, the Company shall execute or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be, to the extent possible, be in such denomination or denominations as Holder shall request in the notice and shall be registered in the name of Holder or, subject to Section 9, such other name as shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the cash or check or checks Warrant Price and this Warrant, is are 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 paidabove. 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 right 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 . (d) Payment of the Warrant Price shall be made at the option of Holder (i) by certified or official bank check or (ii) by the surrender of this Warrant to the contraryCompany, with a duly executed exercise notice marked to reflect "Net Issue Exercise," and, in either case, specifying the Company number of shares of Common Stock to be purchased, during normal business hours on any Business Day. Upon a Net Issue Exercise, Holder shall not be required entitled to register receive shares in of Common Stock equal to the name value of any Person who acquired this Warrant (or part hereofthe portion thereof being exercised by Net Issue Exercise) or any by surrender of this Warrant to the Company together with notice of such election, in which event the Company shall issue to Holder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y x (A - B) ---------- A Where X = the number of shares of Common Stock to be issued to Holder; Y = the number of shares of Common Stock otherwise than in accordance with purchasable under this WarrantWarrant (at the date of such calculation); A = the Current Market Price of one share of the Company's Common Stock (at the date of such calculation); B = the Current Warrant Price (as adjusted to the date of such calculation).

Manner of Exercise. From and after the Closing Date and until 5:00 p.m., New York time, on the Expiration Date, Holder may (a) To exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ or at the such other office or agency designated by the Company pursuant by written notice to Section 12the Holder (i) this Warrant, (iii) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased and the denominations of the share certificate or certificates desired, and (iii) payment of the Exercise Price with respect to such shares. Such payment may be made, at the option of the Holder, by cash, money order, certified or bank cashier's check or wire transfer. (i) In lieu of the exercise of this Warrant as provided in (a) above, the Warrant (or any portion thereof) may, at the election of the Holder, be converted into the nearest whole number of shares of Common Stock determined as follows: S = N (FMV - EP) ----------- FMV where S = the number of shares to be purchased, issued N = the number of Warrant Shares issuable upon the exercise of the Warrant (or portion thereof) to be so converted. FMV = Fair Market Value per share on the date of conversion. EP = the Exercise Price in effect on the date of conversion. (ii) payment The conversion rights provided under this paragraph may be exercised in whole or in part and at any time and from time to time while any portion of the Warrant Price remains outstanding. In order to exercise the conversion privilege, the Holder shall deliver to the Company or its office as stated in cash or wire transfer or cashier's check drawn on a United States bank and (iiia) above (i) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), and (ii) a written notice of the Holder's election to exercise its conversion rights, which notice shall specify the portion of the Warrant to be converted pursuant to this paragraph and the denominations of the share certificate or certificates desired. The Warrant (iiior so much thereof as shall have been surrendered for conversion) above, shall be deemed to have been converted immediately prior to the close of business on the date the notice is delivered to the Company. (c) The Company shall, as promptly as practicable, practicable and in any event within five Business Days seven days thereafter, execute and deliver or cause to be executed and deliver or cause to be delivered to Holder delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exerciseto which the Holder is entitled as a result of its exercise pursuant to 1.2(a) or the conversion pursuant to 1.2(b), together with cash in lieu of any fraction fractions of a share, share as hereinafter providedprovided in Section 1.4. The stock share certificate or certificates so delivered shall be, to the extent possible, be in such denomination or denominations as Holder may be specified in such notice or, if such notice shall request in not specify denominations, as the notice Company may determine, and shall be registered issued in the name of Holder or, subject to Section 9, such other name as shall be designated in the noticeHolder. This Warrant shall be deemed to have been exercised and such 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 for all purposes to have become a holder of record of such shares for all purposesshares, as of the date the notice, together with the cash or check or checks aforementioned notice and this Warrant, payment (if applicable) 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 paidCompany. If this Warrant shall have been exercised in partfor only a portion of the Warrant Shares, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Stockcertificates, deliver to the Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrantremaining Warrant Shares, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same which shall then be returned to the Holder. Notwithstanding any provision herein to the contrary, the The Company shall not be required to register shares pay all expenses, taxes and other charges payable in connection with the name preparation, issuance and delivery of any Person who acquired this Warrant (or part hereof) or any Warrant Stock otherwise than in accordance with this Warrantshare certificates and new Warrants.

Manner of Exercise. From and after the Closing Date and until 5:00 p.m.P.M., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 2875 Northeast 191 Street, Suite 400, Aventura, Florida 33180 (i) a wr▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which hich notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or by wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii) above, the Company shall, as promptly as practicable, and in any event within five Business Days thereafter, execute or cause to be executed and deliver or cause to be delivered to 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 Holder shall request in the notice and shall be registered in the name of Holder or, subject to Section 97 hereof, 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, 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. At any time prior to the Expiration Date, Holder may, at its option, exchange this Warrant, in whole or in part (a "Cashless Exchange"), into the number of shares of Warrant Stock determined in accordance with this Section 2.1, by surrendering this Warrant at the principal office of the Company or at the office of its stock transfer agent, accompanied by a notice stating such Holder's intent to effect such exchange, the number of shares of Warrant Stock to be exchanged and the date on which a Holder requests that such Cashless Exchange occur (the "Notice of Exchange"). The Cashless Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company or its stock transfer agent (the "Exchange Date"). Upon any such exchange, the amount paid for this Warrant shall be deemed to constitute payment of the par value of the Warrant Shares so issued in exchange. Certificates for the shares of Common Stock issuable upon such Cashless Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the shares of Common Stock remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder as promptly as practicable following the Exchange Date. In connection with any Cashless Exchange, this Warrant shall represent the right to subscribe for and acquire the number of shares of Warrant Stock (rounded to the next highest integer) equal to (i) the number of shares of Warrant Stock specified by Holder in its Notice of Exchange (the "Total Number") less (ii) the number of shares of Warrant Stock equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the Current Market Price on the Exchange Date.

Manner of Exercise. From and after the Closing Date and until 5:00 p.m.P.M., New York time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 2281 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇Louisville, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ Kentucky 40222 or at the office or agency designated by the Company pursuant to Section 12, (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (ii) payment of the Warrant Price in cash or wire transfer or cashier's check drawn on a United States bank and (iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i)thereof, (ii) and (iii) above, 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, 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 sme 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 part hereof) or any Warrant Stock otherwise than in accordance with this Warrant. Payment of the Warrant Price shall be made at the option of the Holder by (i) certified or official bank check, (ii) transfer of immediately available funds, (iii) by the surrender of the Note (as defined in the Securities Purchase Agreement) of Company and evidencing the loan made pursuant to the Securities Purchase Agreement, and/or (iv) by the Holder's surrender to Company of that number of shares of Warrant Stock (or the right to receive such number of shares) or shares of Common Stock having an aggregate Current Market Price equal to or greater than the Current Warrant Price for all shares then being purchased (including those being surrendered) or (iv) any combination thereof, duly endorsed by or accompanied by appropriate instruments of transfer duly executed by Holder or by Holder's attorney duly authorized in writing. For the purposes of making payment of the Warrant Price, the Note shall have a value equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of surrender in respect of payment of the Warrant Price. If a Holder surrenders any Note having an aggregate value which exceeds the aggregate Warrant Price, the portion of such surrendered value equal to the integral multiple of $500 which is next higher than such aggregate Warrant Price shall be applied to the payment of the Warrant Price and Company shall pay the Holder an amount in cash equal to the excess (if any) of such integral multiple over the Warrant Price. A new Note shall be issued in the principal amount equal to that portion of such surrendered principal amount not applied to the Warrant Price and not paid in cash to the Holder. If the Holder surrenders the Note, the Holder shall specify the portion of the value of such surrendered Note to be applied toward the Warrant Price.