Common use of Payment Exercise Clause in Contracts

Payment Exercise. (1) Subject to and upon all of the terms and conditions set forth in this Warrant, the Holder may exercise this Warrant, in whole or in part with respect to any Warrant Shares, at any time and from time to time during from the Exercise Date to the Expiration Date (the “Exercise Period”), by presentation and surrender of this Warrant to the Company at its principal office, together with (a) a properly completed and duly executed notice of exercise using the Form of Payment Exercise attached hereto, which notice shall specify the number of Warrant Shares for which this Warrant is then being exercised, and (b) payment of the aggregate Exercise Price payable hereunder in respect of the number of Warrant Shares being purchased upon exercise of this Warrant. Payment of such aggregate Exercise Price shall be made in cash, by money order, certified or bank cashier’s check or wire transfer (in lawful currency of the United States of America). (2) Notwithstanding the foregoing, at any time after November __, 2011 that a registration statement covering the resale of the Warrant Shares is not effective or is suspended, or that the related prospectus is outdated, defective or requires a supplement or amendment for any reason, the Holder may, at its option during such time, elect to pay some or all of the Exercise Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Exercise Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to Section 1(a)(3) below (the “Exercise Date”) over the Exercise Price per share. If the Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Exercise Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Date. (3) For purposes of this Warrant, “Fair Market Value” shall mean, on any day:

Payment Exercise. (1) Subject to and upon all of the terms and conditions set forth in this Warrant, the Holder may exercise this Warrant, in whole or in part with respect to any Warrant Shares, at any time and from time to time during from the Exercise Date to the Expiration Date (the “Exercise Period”)Date, by presentation and surrender of this Warrant to the Company at its principal office, together with (a) a properly completed and duly executed notice of exercise using the Form of Payment Exercise attached hereto, which notice shall specify the number of Warrant Shares for which this Warrant is then being exercised, and (b) a written statement from the Holder (the "Holder's Exercise Statement"), which may be included in the Form of Payment Exercise, stating that (i) the Company has failed to pay when due indebtedness owed by the Company to the Holder or to an affiliate of the Holder ("Indebtedness to Holder") or another event of default has occurred with respect to Indebtedness to Holder (any such failure to pay when due or other event of default being referred to herein as an "Event of Default"), and (ii) upon issuance of the shares of Common Stock for which the attached Warrant is being exercised, a credit will automatically be applied to the Indebtedness to Holder for the payment of the aggregate Exercise Per Share Warrant Price payable hereunder under the Warrant in respect of the number of Warrant Shares being purchased upon exercise of this the Warrant. Payment of such aggregate Exercise Price shall be made in cash, by money order, certified or bank cashier’s check or wire transfer (in lawful currency of the United States of America). (2) Notwithstanding the foregoing, at (A) if the Company gives notice that it intends to make a prepayment of Indebtedness to Holder, then the Holder's Exercise Statement does not have to recite that an Event of Default has occurred, and the occurrence of an Event of Default shall not be required as a condition of such exercise, with respect to a number of shares equal to the amount of such prepayment (including any time after November __prepayment premium to be paid with respect thereto) divided by the Per Share Warrant Price (e.g. if the Company is making a prepayment of $100,000 on Indebtedness to Holder and paying a $5,000 prepayment prepayment premium thereon, 2011 that a registration statement covering and if the resale Per Share Warrant Price is $0.10 per share (i.e. if the Per Share Warrant Price has not previously been adjusted), then this Warrant may be exercised for up to 1,050,000 shares by application of such prepayment to the payment of the Per Share Warrant Shares is not effective or is suspended, or that the related prospectus is outdated, defective or requires a supplement or amendment Price payable hereunder for any reason, the Holder may, at its option during such time, elect to pay some or all each of the Exercise Price payable upon shares being purchased), and (B) if, after an Event of Default has occurred with respect to Indebtedness to Holder, this Warrant shall continue to be exercisable even if such Indebtedness to Holder is thereafter paid prior to the exercise of this Warrant (in which case the Holder's Exercise Statement does not have to recite that a credit will be applied to the Indebtedness to Holder and the Holder's Exercise Statement shall instead be accompanied by canceling a portion of this the Per Share Warrant exercisable Price for such number of Warrant Shares as is determined by dividing (i) the total Exercise Price payable in respect each of the number of Warrant Shares shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to Section 1(a)(3) below (the “Exercise Date”) over the Exercise Price per share. If the Holder wishes to exercise this Warrant pursuant to this method of payment with respect to the maximum number of Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall be the Exercise Price per share and the denominator of which shall be the Fair Market Value per share of Common Stock as of the Exercise Datepurchased. (3) For purposes of this Warrant, “Fair Market Value” shall mean, on any day: